-----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,
 VJljnwlavSt9co45woUXuQRCMnrikAynExFy6oBnZGn2KOifgiFllMAa/5Sh6Bc/
 8SpWPmkRAgbZx1UU3ONPFg==

<SEC-DOCUMENT>0001005477-01-001767.txt : 20010307
<SEC-HEADER>0001005477-01-001767.hdr.sgml : 20010307
ACCESSION NUMBER:		0001005477-01-001767
CONFORMED SUBMISSION TYPE:	N-14 8C
PUBLIC DOCUMENT COUNT:		8
FILED AS OF DATE:		20010305

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:		N-14 8C
		SEC ACT:		
		SEC FILE NUMBER:	333-56526
		FILM NUMBER:		1561056

	BUSINESS ADDRESS:	
		STREET 1:		CSAM
		STREET 2:		466 LEXINGTON AVENUE
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10017
		BUSINESS PHONE:		18002931232

	MAIL ADDRESS:	
		STREET 1:		CSAM
		STREET 2:		466 LEXINGTON AVENUE
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10017

	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
</SEC-HEADER>
<DOCUMENT>
<TYPE>N-14 8C
<SEQUENCE>1
<FILENAME>0001.txt
<DESCRIPTION>FORM N-14
<TEXT>


              As filed with the Securities and Exchange Commission
                                on March 2, 2001

                       Securities Act File No. 333-_______

                       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. / /

                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

                                  -------------

                  Approximate Date of Proposed Public Offering:

                          As soon as practicable after
                  this Registration Statement becomes effective

        CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933
================================================================================
   TITLE OF                        PROPOSED        PROPOSED
  SECURITIES          AMOUNT       MAXIMUM          MAXIMUM         AMOUNT OF
    BEING              BEING    OFFERING PRICE     AGGREGATE      REGISTRATION
  REGISTERED        REGISTERED   PER UNIT (1)  OFFERING PRICE (1)      FEE
- --------------------------------------------------------------------------------
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.

      The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, as amended, or until this Registration Statement
shall become effective on such date as the Securities and Exchange Commission,
acting pursuant to said Section 8(a), may determine.

<PAGE>

                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     Letter to Shareholders of Credit Suisse Asset Management Income
            Fund, Inc.

      o     Letter to Shareholders of Credit Suisse Asset Management Strategic
            Global Income Fund, Inc.

      o     Notice of Annual Meeting of Shareholders of Credit Suisse Asset
            Management Income Fund, Inc.

      o     Notice of Special Meeting of Shareholders of Credit Suisse Asset
            Management Strategic Global Income Fund, Inc.

      o     Part A - Proxy Statement/Prospectus

      o     Part B - Statement of Additional Information

      o     Part C - Other Information

      o     Signature Page

      o     Exhibits
<PAGE>

                              CROSS REFERENCE SHEET

PART A Item No. and Caption               Proxy Statement/Prospectus Caption
- ---------------------------               ----------------------------------
1.  Beginning of Registration Statement   Cover Page
    and Outside Front Cover Page of
    Prospectus

2.  Beginning and Outside Back Cover      Cover Page; Table of Contents
    Page of Prospectus Contents

3.  Fee Table, Synopsis Information,      Synopsis; Risk Factors and Special
    and Risk Factors                      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         Synopsis; Risk Factors and Special
    Being Acquired                        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       Additional Information about the Funds
    Experts

9.  Additional Information Required       (Not Applicable)
    for Reoffering by 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      Comparison of Risk Factors and Special
    Registrant                            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      Comparison of Risk Factors and Special
    Company Being Acquired                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 - 17                                   Information required to be included in
                                          Part C is set forth under the
                                          appropriate Item, so numbered, in
                                          Part C of this Registration
                                          Statement.
<PAGE>

PART A INFORMATION REQUIRED IN THE PROXY STATEMENT/PROSPECTUS

<PAGE>

                CREDIT SUISSE ASSET MANAGEMENT INCOME FUND, INC.
                        466 Lexington Avenue, 16th Floor
                            New York, New York 10017

                                                                  ________, 2001

Dear Shareholder:

      We are pleased to invite you to the 2001 annual meeting of shareholders of
Credit Suisse Asset Management Income Fund, Inc., which is referred to in this
letter as "CIK."

      The annual meeting is scheduled to be held at 2:00 p.m., Eastern time, on
Tuesday, May 1, 2001, at the offices of CIK's investment manager, Credit Suisse
Asset Management, LLC ("CSAM"), 466 Lexington Avenue, 16th Floor, New York, New
York 10017. Shareholders who are unable to attend this meeting are strongly
encouraged to vote by proxy. A Proxy Statement/Prospectus regarding the meeting,
a proxy card for your vote at the meeting and an envelope--postage prepaid--in
which to return your proxy card are enclosed.

      At the annual meeting, you will be asked to vote on a number of proposals,
the most significant of which is the proposed reorganization of CIK and Credit
Suisse Asset Management Strategic Global Income Fund, Inc. ("CGF"), in which CIK
will acquire all the assets and liabilities of CGF in exchange for CIK shares.
As a result of the reorganization, each CGF shareholder will receive CIK shares
having an aggregate net asset value equal to the aggregate net asset value of
such shareholder's CGF shares.

      The CIK Board's approval and recommendation that you vote for the
reorganization springs from a number of issues which CIK's investment advisor
and directors have been considering over a period of time. First, while very
much wishing to retain the closed-end characteristic of CIK, it has been the
unanimous view of the Board that an increase in CIK's asset size could
potentially benefit shareholders in several ways: the expense ratio could be
reduced, CIK's investment flexibility and opportunities could be enhanced and
analyst coverage of CIK might be expanded, a factor that the investment advisor
has identified as one that may positively affect the discount/premium at which a
closed-end fund trades.

      As some of you may recall, CIK participated in a rights offering in 1996
that had the benefit of increasing CIK's size. Presently, the Board has
concluded that the proposed reorganization, which is expected to bring [80
million] of net assets into CIK and result in a combined fund with $295 million
in net assets (based on current asset levels), would offer CIK shareholders the
benefits of a larger size without diluting their net asset value. Of course, it
would also permit CGF, which has less assets than CIK to experience the
advantages of expanded size as well.

      In addition, the Board recently adopted a new investment policy whereby
the Fund may invest up to 35% of its net assets in emerging markets debt
securities and accepted a recommendation from the investment advisor to
partially reposition the Fund's portfolio. As a result, the Fund has liquidated
its investment-grade debt securities portfolio (approximately 15% of the Fund's
net assets) and re-deployed those assets in emerging market debt securities.

      The Board of Directors and the investment advisor believe that the
reorganization is in step with the Fund's investment objective of seeking
current income and consistent with the repositioning of the Fund's portfolio.
For example, by assuming the assets of CGF, the Fund is expected to be able to
better pursue its objective because some of those assets represent higher
yielding emerging markets debt. In addition, a portion of CGF's portfolio is
comprised of domestic high yield debt that, although still below investment
grade, is rated higher than the domestic high yield debt held by the Fund.
Moreover, studies

<PAGE>

have shown that an international component to a portfolio can help to stabilize
it because domestic and international markets will sometimes move in opposite
directions.

      Given the advantages of increased size and the change in the investment
portfolio, the Board believes the proposed reorganization is in the best
interests of CIK's shareholders. For the reasons set forth above, the Board has
unanimously approved this reorganization and recommended that shareholders vote
to approve it.

      The proposed reorganization is described in more detail in the Proxy
Statement/Prospectus.

      You are also being asked to approve a new investment advisory agreement
with CSAM. The new agreement will be substantially the same as the current
agreement except that the investment advisory fee paid to CSAM will be based
upon the lower of the average weekly stock price (market value) of CIK's
outstanding shares or its average weekly net assets. By virtue of this
structure, CIK will:

            o     reduce its investment advisory fees if its shares trade at a
                  discount, thereby lowering its expense ratio, and

            o     more closely align the interests of CSAM with the interests of
                  the shareholders which are aimed at enhancing the Fund's
                  market value.

      The new investment advisory agreement, which was proposed by CSAM in
recognition of the economies of scale that would result from the combination of
CIK and CGF, would take effect only upon the consummation of the Reorganization.

      At the annual meeting, you will also be asked to elect five (5) management
nominees standing for election to the Fund's Board of Directors.

      THE BOARD OF DIRECTORS OF YOUR FUND BELIEVES THAT THE PROPOSED
REORGANIZATION AND THE OTHER PROPOSALS ARE IN THE BEST INTERESTS OF THE
SHAREHOLDERS AND RECOMMENDS THAT YOU READ THE ENCLOSED MATERIALS CAREFULLY AND
THEN VOTE IN FAVOR OF THE PROPOSALS, INCLUDING THE FUND'S NOMINEES.

      Your vote is important. PLEASE TAKE A MOMENT NOW TO SIGN AND RETURN YOUR
PROXY CARD IN THE ENCLOSED POSTAGE-PAID RETURN ENVELOPE. If we do not receive
your signed proxy card after a reasonable amount of time, you may receive a
telephone call from our proxy solicitor, Georgeson Shareholder Communications,
reminding you to vote your shares. If you prefer, you can fax the proxy card to
Georgeson Shareholder Communications, Attn.: ______________, at (___) ___-____.
We also encourage you to vote by telephone or through the Internet. Proxies may
be voted by telephone by calling (___) ___-____ between the hours of 9:00 a.m.
and 10:00 p.m. (Eastern time) or through the Internet using the Internet address
located on your proxy card.

      Voting by fax, telephone or through the Internet will reduce the time and
costs associated with the proxy solicitation. When the Fund records proxies by
telephone or through the Internet, it will use procedures designed to (i)
authenticate shareholders' identities, (ii) allow shareholders to authorize the
voting of their shares in accordance with their instructions and (iii) confirm
that their instructions have been properly recorded. Shareholders voting via the
Internet should understand that there may be costs associated with electronic
access, such as usage charges from Internet access providers and telephone
companies, that must be borne by the shareholder. We have been advised that
Internet voting procedures that have been made available to you are consistent
with the requirements of applicable law.

<PAGE>

      Whichever voting method you choose, please read the full text of the proxy
statement before you vote.

      If you have any questions regarding the proposed reorganization, please
feel free to call Georgeson Shareholder Communications at (___) ___-____ who
will be pleased to assist you.

      IT IS VERY IMPORTANT THAT YOUR VOTING INSTRUCTIONS BE RECEIVED PROMPTLY.

                                          Respectfully,

                                          James P. McCaughan
                                          Chairman of the Board of Directors

      YOU ARE URGED TO SIGN THE PROXY CARD(S) AND RETURN THE CARD(S) IN THE
POSTAGE-PAID ENVELOPE TO ENSURE A QUORUM AT THE MEETING. YOUR VOTE IS IMPORTANT
REGARDLESS OF THE SIZE OF YOUR SHAREHOLDINGS.
<PAGE>

        CREDIT SUISSE ASSET MANAGEMENT STRATEGIC GLOBAL INCOME FUND, INC.
                        466 Lexington Avenue, 16th Floor
                            New York, New York 10017

                                                                __________, 2001

Dear Shareholder:

      We are pleased to invite you to a special meeting of shareholders of
Credit Suisse Asset Management Strategic Global Income Fund, Inc., which is
referred to in this letter as "CGF."

      The special meeting is scheduled to be held at 3:00 p.m., Eastern time, on
Tuesday, May 1, 2001, at the offices of CGF's investment manager, Credit Suisse
Asset Management, LLC ("CSAM"), 466 Lexington Avenue, 16th Floor, New York, New
York 10017. Shareholders who are unable to attend this meeting are strongly
encouraged to vote by proxy. A Proxy Statement/ Prospectus regarding the
meeting, a proxy card for your vote at the meeting and an envelope--postage
prepaid--in which to return your proxy card are enclosed.

      At the special meeting, you will be asked to vote on a proposed
reorganization of CGF and Credit Suisse Asset Management Income Fund, Inc.,
referred to below as "CIK", in which CIK will acquire all the assets and
liabilities of CGF in exchange for CIK shares. As a result of the
reorganization, you will receive that number of CIK shares having an aggregate
net asset value equal to the aggregate net asset value of your shares as of the
close of business on the closing date of the reorganization (except that cash
will be paid in lieu of fractional shares).

      The recommendation that you vote for the reorganization springs from a
number of issues which CGF's investment advisor and directors have been
considering over a period of time. First, while very much wishing to retain the
closed-end characteristic of CGF, it is the unanimous view of the Board that CGF
has not attained a sufficient critical mass, and that if CGF could combine with
a larger fund, shareholders could potentially benefit in several ways: the
expense ratio could be reduced, investment flexibility and opportunities could
be enhanced and access to analyst coverage would likely be enhanced, a factor
that the investment advisor has identified as one that can positively affect the
discount/premium at which a closed-end fund trades. Currently, analyst coverage
of CGF has not been initiated.

      The Board has concluded that the proposed reorganization would offer CGF
shareholders the benefits of a larger size, including a significantly lower
expense ratio, without diluting their net asset value. The reorganization is
expected to result in a combined fund with $295 million in net assets (three
times the size of CGF based on current asset levels).

      In addition, following a recommendation by the investment advisor, CGF
recently reduced the percentage of its net assets invested in emerging markets
debt to 15% from approximately 35%, thus aligning CGF's portfolio mix to that of
CIK.

      Given the advantages of increased size and the change in the investment
portfolio, the Board of Directors believes the proposed reorganization is in the
best interests of CGF's shareholders. For the reasons set forth above, the Board
(whose members also serve on the Board of Directors of CIK) has unanimously
approved this reorganization, subject to shareholder approval.

      The proposed reorganization are described in more detail in the Combined
Proxy Statement/Prospectus.

<PAGE>

      CIK shareholders are also being asked to approve a new investment advisory
agreement with CSAM. The new agreement will be substantially the same as the
current agreement except that the investment advisory fee paid to CSAM will be
based upon the lower of the average weekly stock price (market value) of CIK's
outstanding shares or its average weekly net assets. By virtue of this
structure, CIK will:

            o     reduce its investment advisory fees if its shares trade at a
                  discount, thereby lowering its expense ratio, and

            o     more closely align the interests of CSAM with the interests of
                  CIK shareholders which are aimed at enhancing CIK's market
                  value.

      The new investment advisory agreement, which was proposed by CSAM in
recognition of the economies of scale afforded by the combination of CIK and
CGF, will take effect only upon the consummation of the reorganization. If the
reorganization is consummated, as shareholders of CIK you will benefit from the
advisory fee structure changes. You are not being asked to vote separately on
this matter.

      THE BOARD OF DIRECTORS OF YOUR FUND BELIEVES THAT THE PROPOSED
REORGANIZATION IS IN THE BEST INTERESTS OF THE SHAREHOLDERS AND RECOMMENDS THAT
YOU READ THE ENCLOSED MATERIALS CAREFULLY AND THEN VOTE "FOR" THE PROPOSAL.

      Your vote is important. PLEASE TAKE A MOMENT NOW TO SIGN AND RETURN YOUR
PROXY CARD IN THE ENCLOSED POSTAGE-PAID RETURN ENVELOPE. If we do not receive
your signed proxy card after a reasonable amount of time, you may receive a
telephone call from our proxy solicitor, Georgeson Shareholder Communications,
reminding you to vote your shares. If you prefer, you can fax the proxy card to
Georgeson Shareholder Communications, Attn.: ______________, at (___) ___-____.
We also encourage you to vote by telephone or through the Internet. Proxies may
be voted by telephone by calling (___) ___-____ between the hours of 9:00 a.m.
and 10:00 p.m. (Eastern time) or through the Internet using the Internet address
located on your proxy card.

      Voting by fax, telephone or through the Internet will reduce the time and
costs associated with the proxy solicitation. When CGF records proxies by
telephone or through the Internet, it will use procedures designed to (i)
authenticate shareholders' identities, (ii) allow shareholders to authorize the
voting of their shares in accordance with their instructions and (iii) confirm
that their instructions have been properly recorded. Shareholders voting via the
Internet should understand that there may be costs associated with electronic
access, such as usage charges from Internet access providers and telephone
companies, that must be borne by the shareholder. We have been advised that
Internet voting procedures that have been made available to you are consistent
with the requirements of applicable law.

      Whichever voting method you choose, please read the full text of the proxy
statement before you vote.

      If you have any questions regarding the proposed reorganization, please
feel free to call Georgeson Shareholder Communications at (___) ___-____ who
will be pleased to assist you.

      IT IS VERY IMPORTANT THAT YOUR VOTING INSTRUCTIONS BE RECEIVED PROMPTLY.
<PAGE>

                                          Respectfully,

                                          James P. McCaughan
                                          Chairman of the Board of Directors

      YOU ARE URGED TO SIGN THE PROXY CARD(S) AND RETURN THE CARD(S) IN THE
POSTAGE-PAID ENVELOPE TO ENSURE A QUORUM AT THE MEETING. YOUR VOTE IS IMPORTANT
REGARDLESS OF THE SIZE OF YOUR SHAREHOLDINGS.

<PAGE>

                CREDIT SUISSE ASSET MANAGEMENT INCOME FUND, INC.

                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
    To the Shareholders of Credit Suisse Asset Management Income Fund, Inc.:

      Please take notice that the annual meeting of shareholders of Credit
Suisse Asset Management Income Fund, Inc. ("CIK"), a Maryland corporation, will
be held at the offices of Credit Suisse Asset Management, LLC, 466 Lexington
Avenue, 16th Floor, New York, New York 10017, on Tuesday, May 1, 2001, at 2:00
p.m., Eastern time, for the following purposes:

            1.    To consider and vote upon the approval of an Agreement and
                  Plan of Reorganization dated as of ________, 2001 between CIK
                  and Credit Suisse Asset Management Strategic Global Income
                  Fund, Inc. ("CGF"), a Maryland corporation, whereby (i) CIK
                  would acquire all the assets and liabilities of CGF, (ii) CIK
                  would issue CIK shares to CGF in exchange therefor, (iii) such
                  CIK shares would be distributed to shareholders of CGF in
                  liquidation of CGF, and (iv) CGF would subsequently be
                  dissolved under Maryland law and de-registered under the
                  Investment Company Act of 1940;

            2.    To consider and vote upon the approval of a new investment
                  advisory agreement with Credit Suisse Asset Management, LLC;
                  and

            3.    To consider and vote upon the election of five (5) management
                  nominees standing for election to CIK's Board of Directors;

      The appointed proxies will vote in their discretion on any other business
that may properly come before the annual meeting or any adjournments or
postponements thereof.

      Holders of record of shares of common stock of CIK at the close of
business on March 5, 2001 are entitled to vote at the annual meeting and at any
postponements or adjournments thereof. CGF shareholders must approve the
reorganization as well.

      The persons named as proxies or the Chairman of the meeting may propose
one or more adjournments of the annual meeting if the necessary quorum to
transact business or the vote required to approve or reject any proposal is not
obtained at the meeting. Unless it is approved by the Chairman of the meeting,
any such adjournment will require the affirmative vote of the holders of a
majority of CIK's shares present in person or by proxy at the annual meeting.
The persons named as proxies will vote those proxies which they are entitled to
vote on any such proposal in accordance with their best judgment in the interest
of CIK.

      The enclosed proxy is being solicited on behalf of the Board of Directors
of CIK.

By Order of the Board of Directors,

Michael A. Pignataro, Chief Financial Officer and Secretary
____________, 2001

<PAGE>

IMPORTANT--WE URGE YOU TO SIGN AND DATE THE ENCLOSED PROXY CARD AND RETURN THE
CARD IN THE ENCLOSED ADDRESSED ENVELOPE WHICH REQUIRES NO POSTAGE AND IS
INTENDED FOR YOUR CONVENIENCE. YOUR PROMPT RETURN OF THE ENCLOSED PROXY CARD MAY
SAVE THE NECESSITY AND EXPENSE OF FURTHER SOLICITATIONS TO ENSURE A QUORUM AT
THE MEETING. IF YOU CAN ATTEND THE MEETING AND WISH TO VOTE YOUR SHARES IN
PERSON AT THAT TIME, YOU WILL BE ABLE TO DO SO.

<PAGE>

        CREDIT SUISSE ASSET MANAGEMENT STRATEGIC GLOBAL INCOME FUND, INC.

                    NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

To the Shareholders of Credit Suisse Asset Management Strategic Global Income
Fund, Inc.:

      Please take notice that a special meeting of shareholders of Credit Suisse
Asset Management Strategic Global Income Fund, Inc. ("CGF"), a Maryland
corporation, will be held at the offices of Credit Suisse Asset Management, LLC,
466 Lexington Avenue, 16th Floor, New York, New York 10017, on Tuesday, May 1,
2001, at 3:00 p.m., Eastern time, for the following purpose:

            1.    To consider and vote upon the approval of an Agreement and
                  Plan of Reorganization dated as of ________, 2001 between CGF
                  and Credit Suisse Asset Management Income Fund, Inc. ("CIK"),
                  a Maryland corporation, whereby (i) CIK would acquire all the
                  assets and liabilities of CGF, (ii) CIK would issue CIK
                  shares to CGF in exchange therefor, (iii) such CIK shares
                  would be distributed to shareholders of CGF in liquidation of
                  CGF, and (iv) CGF would subsequently be dissolved under
                  Maryland law and de-registered under the Investment Company
                  Act of 1940.

      The appointed proxies will vote in their discretion on any other business
that may properly come before the special meeting or any adjournments or
postponements thereof.

      Holders of record of shares of common stock of CGF at the close of
business on March 5, 2001 are entitled to vote at the special meeting and at any
postponements or adjournments thereof. CIK shareholders must approve the
reorganization as well.

      The persons named as proxies or the Chairman of the meeting may propose
one or more adjournments of the special meeting if the necessary quorum to
transact business or the vote required to approve or reject any proposal is not
obtained at the meeting. Unless it is approved by the Chairman of the meeting,
any such adjournment will require the affirmative vote of the holders of a
majority of CGF's shares present in person or by proxy at the special meeting.
The persons named as proxies will vote those proxies which they are entitled to
vote on any such proposal in accordance with their best judgment in the interest
of CGF.

      The enclosed proxy is being solicited on behalf of the Board of Directors
of CGF.

By Order of the Board of Directors,

Michael A. Pignataro, Chief Financial Officer and Secretary
____________, 2001

IMPORTANT--WE URGE YOU TO SIGN AND DATE THE ENCLOSED PROXY CARD(S) AND RETURN
THE CARD IN THE ENCLOSED ADDRESSED ENVELOPE WHICH REQUIRES NO POSTAGE AND IS
INTENDED FOR YOUR CONVENIENCE. YOUR PROMPT RETURN OF THE ENCLOSED PROXY CARD MAY
SAVE THE NECESSITY AND EXPENSE OF FURTHER SOLICITATIONS TO ENSURE A QUORUM AT
THE MEETING. IF YOU CAN ATTEND THE MEETING AND WISH TO VOTE YOUR SHARES IN
PERSON AT THAT TIME, YOU WILL BE ABLE TO DO SO.

<PAGE>

                   Subject to Completion, dated March 2, 2001

                          Acquisition of the Assets of

        CREDIT SUISSE ASSET MANAGEMENT STRATEGIC GLOBAL INCOME FUND, INC.
                        466 LEXINGTON AVENUE, 16TH FLOOR
                            NEW YORK, NEW YORK 10017
                                 (212) 875-3500

                        By and In Exchange for Shares of

                CREDIT SUISSE ASSET MANAGEMENT INCOME FUND, INC.
                        466 LEXINGTON AVENUE, 16TH FLOOR
                            NEW YORK, NEW YORK 10017
                                 (212) 875-3500

                            COMBINED PROXY STATEMENT
                                       FOR
                            MEETINGS OF SHAREHOLDERS
                         TO BE HELD TUESDAY MAY 1, 2001
                                   PROSPECTUS
                                       FOR
                CREDIT SUISSE ASSET MANAGEMENT INCOME FUND, INC.

      This Combined Proxy Statement/Prospectus ("Proxy Statement/Prospectus") is
being furnished to shareholders of Credit Suisse Asset Management Income Fund,
Inc. ("CIK" or, as the Reorganization goes forward, the "Surviving Fund") for
use at CIK's annual meeting of shareholders to be held Tuesday, May 1, 2001 at
3:00 p.m. (Eastern time) and is being furnished to shareholders of Credit Suisse
Asset Management Strategic Global Income Fund, Inc. ("CGF") for use at a special
meeting of CGF shareholders to be held on Tuesday, May 1, 2001 at 2:00 p.m.,
(Eastern time). The meeting of shareholders of each fund will be held at the
offices of Credit Suisse Asset Management, LLC, 466 Lexington Avenue, 16th
Floor, New York, New York 10017. CGF and CIK are sometimes collectively referred
to as the "Funds" and individually, as the context may require, as a "Fund." The
approximate mailing date of this Proxy Statement/Prospectus is _________, 2001.

      Purpose of the Meetings. At each of the meetings, shareholders of the
Funds will be asked to approve an Agreement and Plan of Reorganization dated as
of ________, 2001. The Agreement and Plan of Reorganization is referred to in
this Proxy Statement/Prospectus as the "Plan." In addition, CIK's shareholders
are being asked to approve a new investment advisory agreement with Credit
Suisse Asset Management LLC (referred to in this Proxy Statement/Prospectus as
"CSAM"), and to vote on the election of five (5) directors.

      Specifics of the Proposed Reorganization. The Plan provides for all the
assets of CGF to be acquired by CIK in exchange for CIK shares and the
assumption by CIK of all of the liabilities of CGF, hereinafter referred to as
the "Reorganization." CIK shares would be distributed to CGF shareholders in
liquidation of CGF and thereafter CGF would be dissolved under Maryland law and
de-registered under the Investment Company Act of 1940, as amended (the
"Investment Company Act"). As a result of the reorganization, each CGF
shareholder would receive that number of CIK shares having an aggregate net
asset value equal to the aggregate net asset value of such shareholder's CGF
shares as of the close of business on the closing of the reorganization (except
that cash will be paid in lieu of fractional shares).

      CGF shareholders will not receive any fractional shares of CIK as part of
the CGF distribution. In lieu thereof, CGF will receive from CIK for
distribution to its shareholders cash in an amount equal to the aggregate net
asset value of the fractional shares otherwise distributable to the CGF
shareholders, and the total

<PAGE>

number of CIK shares otherwise issuable to CGF will be reduced by that number of
CIK shares having an aggregate net asset value equal to the cash so paid to CGF.

      New Investment Advisory Agreement (for CIK shareholders only).
Shareholders of CIK are also being asked to approve a new investment advisory
agreement with CIK's investment adviser, CSAM. The new agreement will be
substantially the same as the current agreement except that the investment
advisory fee will be based upon the lower of the average weekly stock price
(market value) of the Surviving Fund's outstanding shares or its average weekly
net assets. The new investment advisory agreement with CSAM, which is more fully
described in this Proxy Statement/Prospectus, will take effect only upon the
consummation of the Reorganization.

      The terms and conditions of the Reorganization and related transactions
are more fully described in this Proxy Statement/Prospectus and in the Plan, a
copy of which is attached as Exhibit A.

      This Proxy Statement/Prospectus serves as a prospectus for shares of CIK
under the Securities Act of 1933, as amended, which is referred to in this Proxy
Statement/Prospectus as the "Securities Act," in connection with the issuance of
CIK common shares in the Reorganization.

      Assuming the shareholders of the Funds approve the Reorganization and all
other conditions to the consummation of the Reorganization have been satisfied
or waived, the Funds will jointly file Articles of Transfer with the State
Department of Assessments and Taxation of Maryland (the "Department"). The
Reorganization will become effective when the Department accepts for record the
Articles of Transfer or at such later time, which may not exceed 30 days after
the Articles of Transfer are accepted for record, as specified in the Articles
of Transfer. The date when the Articles of Transfer are accepted for record, or
the later date, is referred to in this Proxy Statement/Prospectus as the
"Effective Date." CGF, as soon as practicable after the Effective Date, will
terminate its registration under the "Investment Company Act" and dissolve under
Maryland law.

      Election of Directors (for CIK shareholders only). The shareholders of CIK
will also be asked to consider and vote upon the election of five (5) management
nominees standing for election to CIK's Board of Directors.

      You should retain this Proxy Statement/Prospectus for future reference as
it sets forth concisely information about CGF and CIK that you should know
before voting on the proposals described below.

      A Statement of Additional Information, dated _________, 2001, which is
referred to in this Proxy Statement/Prospectus as the "SAI" and which contains
additional information about the Reorganization and the Funds, has been filed
with the Securities and Exchange Commission, or "SEC". The SAI is incorporated
by reference into this Proxy Statement/Prospectus. A copy of the SAI is
available upon request, without charge, by calling Georgeson Shareholder
Communications, Inc., the Funds' proxy agent, at (800) 223-2064. You may also
submit your request in writing to Georgeson Shareholder Communications at 17
State Street, 10th Floor, New York, New York 10004. If you should have any
questions regarding the proxy material or how to execute your vote, you may call
Georgeson Shareholder Communications at (800) 223-2064. CGF has provided the
information included in this Proxy Statement/Prospectus regarding that Fund. CIK
has provided the information included in this Proxy Statement/Prospectus
regarding that Fund.

      CGF's shares of common stock currently are listed on the New York Stock
Exchange, or NYSE, under the symbol "CGF". CIK's shares of common stock
currently are listed on the NYSE under the symbol "CIK". After the Effective
Date, the shares of CGF will be removed from listing with the NYSE.

<PAGE>

      Reports, proxy materials and other information concerning each Fund may be
inspected at the offices of the NYSE, 20 Broad Street, New York, New York 10005.

      The SEC has not approved or disapproved these securities or determined if
this Proxy Statement/ Prospectus is truthful or complete. To state otherwise is
a crime.

      The date of this Proxy Statement/Prospectus is _________, 2001

<PAGE>

                                TABLE OF CONTENTS

                                                                       Page
                                                                       ----
GENERAL..................................................................3

PROPOSAL 1 (BOTH FUNDS): APPROVAL OF THE AGREEMENT AND PLAN OF
REORGANIZATION PURSUANT TO WHICH CIK WILL ACQUIRE ALL THE ASSETS
AND LIABILITIES OF CGF...................................................5

      Synopsis...........................................................6

      Expense Table......................................................9

      Financial Highlights..............................................11

      Risk Factors and Special Considerations...........................14

      Comparison of Investment Objectives and Policies..................17

      United States Federal Income Taxes................................24

      Information About the Reorganization..............................26

      Additional Information About the Funds............................31

      Management of the Funds...........................................37

      Executive Officers of CSAM........................................40

      Experts...........................................................43

      Required Vote.....................................................43

      Legal Proceedings.................................................43

      Legal Opinions....................................................43

PROPOSAL 2 (CREDIT SUISSE ASSET MANAGEMENT INCOME FUND
SHAREHOLDERS ONLY): APPROVAL OF NEW INVESTMENT ADVISORY AGREEMENT ......44

      Background........................................................44

      Board Considerations; Reasons for the New Investment
      Advisory Agreement................................................44

      Information Concerning Credit Suisse Group and CSAM...............45

      Description of Current Investment Advisory Agreement..............45

      The New Investment Advisory Agreement.............................45

      Differences Between the Current and the New Investment
      Advisory Agreement................................................45

      Required Shareholder Vote.........................................46

PROPOSAL 3 (CREDIT SUISSE ASSET MANAGEMENT INCOME FUND
SHAREHOLDERS ONLY):  ELECTION OF DIRECTORS..............................46

      Background........................................................46

      Required Shareholder Vote.........................................48

ADDITIONAL INFORMATION..................................................48


                                      -i-

<PAGE>

EXHIBIT A-FORM OF AGREEMENT AND PLAN OF
REORGANIZATION ........................................................A-1

EXHIBIT B-FORM OF NEW CSAM INVESTMENT ADVISORY AGREEMENT...............B-1

APPENDIX A-DESCRIPTION OF RATING CATEGORIES

APPENDIX B-AUDIT COMMITTEE CHARTER


                                      -ii-
<PAGE>

                                    GENERAL

      This Proxy Statement/Prospectus is furnished to the shareholders of the
Funds in connection with the solicitation of proxies. The Board of Directors of
each Fund is soliciting proxies for use at the meetings. The mailing address for
both Funds is 466 Lexington Avenue, 16th Floor, New York, New York 10017.

      This Proxy Statement/Prospectus, the Notice of Meeting to Shareholders and
the proxy cards are first being mailed to shareholders on or about _________,
2001 or as soon as practicable thereafter. Any shareholder who gives a proxy has
the power to revoke the proxy either:

            o     by mail, addressed to the Secretary of the respective Fund, at
                  the Fund's mailing address, or

            o     in person at the meeting by executing a superseding proxy or
                  by submitting a notice of revocation to the respective Fund.

      All properly executed proxies received in time for the meetings will be
voted as specified in the proxy or, if no specification is made, in favor of
each proposal for that Fund referred to in the Proxy Statement/ Prospectus, and
in accordance with the judgment of the persons named as proxies on other matters
that may properly come before the meetings.

      Shareholders of CGF and CIK will be asked to vote on the following
proposals:

Proposal                                 To Be Voted upon by
- --------                                 -------------------
Proposal 1--Approval of the Plan......   CGF and CIK Shareholders
Proposal 2--Approval of the New
Investment Advisory
Agreement with CSAM...................   CIK Shareholders Only
Proposal 3--Election of five (5)
persons to CIK's Board of Directors...   CIK Shareholders Only

      The holders of one-third of the shares of each Fund outstanding at the
close of business on the record date, present in person or by proxy, will
constitute a quorum for that Fund's meeting. Shares represented by properly
executed Proxies that are marked "ABSTAIN" and broker non-votes will be treated
as shares that are present only 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 or the Chairman of the meeting 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 or the Chairman of the meeting may propose one or
more adjournments of the meeting to permit further solicitations or Proxies.
Unless it is approved by the Chairman of the meeting, 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.

      As the Reorganization is expected to result in the issuance of a number of
shares of CIK in excess of 20% of CIK's outstanding shares of common stock, the
NYSE listing rules require that Proposal 1 be approved by the affirmative vote
of a majority of the votes cast by CIK shareholders, provided also that the
number of votes cast on Proposal 1 represent at least a majority of the
outstanding shares of CIK.


                                      -3-
<PAGE>

Absent such NYSE rules, the Reorganization would not require approval by the
shareholders of CIK. Under Maryland law and CGF's charter, Proposal 1 requires
the affirmative vote of a majority of the outstanding shares of common stock of
CGF.

      Proposal 2 to be submitted at the annual meeting of shareholders of CIK
requires the affirmative vote of a "majority of outstanding voting securities"
of CIK. A "majority of outstanding voting securities" is defined under the
Investment Company Act to mean the lesser of

            o     67% of the voting securities represented at a meeting at which
                  more than 50% of the outstanding voting securities are
                  represented, or

            o     more than 50% of the outstanding voting securities.

      Proposal 3 to be submitted at the annual meeting of shareholders of CIK
requires the affirmative vote of a plurality of the votes cast at such meeting
in person or by proxy.

      Abstentions and broker non-votes will have the effect of a "no" vote on
Proposal 1 for CGF and will not count as CIK shares voted for purposes of
measuring whether the NYSE listing rule requirement that the the total CIK votes
cast on Proposal 1 represent a majority of the outstanding shares of CIK has
been met or whether a majority of the CIK votes cast have been voted in favor of
Proposal 1. Abstentions and broker non-votes will have the effect of a "no" vote
on Proposal 2 and will have no effect on Proposal 3.

      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 Funds, CSAM, Brown Brothers Harriman & Co., the
administrator to the Funds, or Georgeson Shareholder Communications, the proxy
solicitation firm retained by each Fund in connection with the meetings.
Georgeson is entitled to receive a fee of $5,000 per Fund and an additional
$15,000 per Fund if the Plan is approved, plus per call charges and
reimbursement for its reasonable expenses. The Funds will bear costs of
solicitation, including:

            o     printing and mailing of this Proxy Statement/Prospectus and
                  accompanying material,

            o     the reimbursement of brokerage firms and others for their
                  expenses in forwarding solicitation material to the beneficial
                  owners of each Fund's shares,

            o     payment to Georgeson Shareholder Communications for its
                  services in soliciting proxies, and

            o     supplementary solicitations to submit proxies.

      Only shareholders of record of each Fund at the close of business on March
5, 2001, the Record Date, are entitled to vote. Each outstanding share of a Fund
is entitled to one vote on all matters voted upon at a meeting of the
shareholders of that Fund. As of March 5, 2001, there were [34,708,369] shares
of CIK outstanding, and [11,976,699] shares of CGF outstanding.

      CGF and CIK provide periodic reports to all of their shareholders. These
reports highlight relevant information including investment results and a review
of portfolio changes for each Fund. CIK and CGF have previously furnished their
respective annual report containing audited financial statements for the year
ended December 31, 2000 to their shareholders. CIK and CGF will furnish, without
charge, a copy of their most recent Annual Report and of any more recent interim
report upon request to Georgeson


                                      -4-
<PAGE>

Shareholder Communications at 17 State Street, 10th Floor, New York, New York
10004 or at (800) 223-2064. These requests will be honored within three business
days of receipt.

      The Boards of Directors of the Funds know of no business other than the
proposals described above which will be presented for consideration at the
meetings. If any other matter is properly presented, it is the intention of the
persons named in the enclosed proxy to vote on that matter in their discretion.

             PROPOSAL 1 (BOTH FUNDS): APPROVAL OF THE AGREEMENT AND
           PLAN OF REORGANIZATION PURSUANT TO WHICH CIK WILL ACQUIRE
                      ALL THE ASSETS AND LIABILITIES OF CGF

      On February 21, 2001, the Boards of Directors of CGF and CIK, including a
majority of the directors of each Fund who are not "interested persons" of the
respective Fund, or the Independent Directors, unanimously:

            o     declared the Reorganization advisable,

            o     approved entering into the Plan, and

            o     recommended that the Plan be approved by the shareholders of
                  each Fund.

      The Board of Directors of CGF and CIK have common members.

      For more information about the Reorganization, see "Information About The
Reorganization." The Plan is subject to the approval of the shareholders of both
Funds and certain other conditions. A copy of the Plan is attached to this Proxy
Statement/Prospectus as Exhibit A, and the description of the Plan included in
this Prospectus/Proxy Statement is qualified in its entirety by reference to
Exhibit A.

      The following provides a more detailed discussion about the
Reorganization, each Fund and additional information that you may find helpful
in deciding how to vote on the Plan.


                                      -5-
<PAGE>

      Synopsis

      This synopsis highlights important information included in this Proxy
Statement/Prospectus. This synopsis is qualified by reference to the more
complete information included elsewhere in this Proxy Statement/Prospectus and
the Plan. Shareholders of the Funds should read this entire Proxy Statement/
Prospectus carefully.

      The Proposed Reorganization. The Boards of Directors of CGF and CIK,
including the Independent Directors of each Fund, have unanimously approved the
Plan. The Plan provides for a reorganization of CGF and CIK whereby CIK will
acquire all the assets of CGF in exchange for CIK shares and the assumption by
CIK of all the liabilities of CGF. The Plan also calls for the distribution of
these shares of CIK to CGF's shareholders in liquidation of CGF and the
subsequent dissolution of CGF. The reorganization is referred to in this Proxy
Statement/Prospectus as the "Reorganization." If approved, the Reorganization is
expected to be consummated promptly after the meetings. As a result of the
Reorganization, each shareholder of CGF will become a shareholder of the
Surviving Fund and will receive, on the Effective Date, that number of full
shares of common stock of the Surviving Fund (plus cash in lieu of fractional
shares) having an aggregate net asset value equal to the aggregate net asset
value of such shareholder's shares held in CGF as of the close of business on
the Business Day preceding the Effective Date.

      For the reasons set forth below under "Information about the
Reorganization--Reasons for the Reorganization." the Board of Directors of CIK
and CGF, including the Independent Directors of each Fund, have unanimously
concluded that:

            o     the Reorganization is in the best interests of each respective
                  Fund, and

            o     the interests of existing shareholders of each respective Fund
                  will not be diluted as a result of the transactions
                  contemplated by the Plan.

      Accordingly, the Board of Directors of each Fund (which have common
members) recommends approval of the Reorganization. If the Reorganization is not
approved, each Fund will continue as a separate investment company, and the
Board of Directors of each Fund will consider such other alternatives as it
determines to be in the best interests of its shareholders.

      Investment Objectives and Policies. The Funds have substantially similar
investment objectives and policies. CIK's fundamental investment objective is
current income consistent with the preservation of capital. CGF's fundamental
investment objective is high current income consistent with the preservation of
capital. In pursuing their respective investment objectives, CIK has a policy of
investing at least 75% of its total assets in fixed-income securities, such as
bonds, debentures and preferred stocks, while CGF has a policy of investing at
least 65% of its total assets in income-producing securities. In February 1997,
the Board of Directors of CGF adopted a non-fundamental policy pursuant to which
CGF may invest up to 35% of its net assets in the securities of issuers located
in emerging markets. In February 2001, the Board of Directors of CIK adopted
this same non-fundamental policy after determining that it could enhance CIK's
ability to achieve its investment objective.

      The preceding summary of the Funds' investment objectives and certain
policies should be considered in conjunction with the discussion below under
"Risk Factors and Special Considerations" and "Comparison of Investment
Objectives and Policies."

      Fees and Expenses. CSAM serves as the investment adviser to each Fund. As
compensation for its advisory services, CSAM is entitled to receive from each
Fund an annual fee, calculated weekly and


                                      -6-
<PAGE>

paid quarterly, equal to 0.50% of such Fund's average weekly net assets. For the
fiscal year ended December 31, 2000, CSAM earned $471,683 in advisory fees from
CGF and $1,148,861 from CIK.

      On __________, 2001, CIK's Board of Directors approved a new investment
advisory agreement with CSAM, subject to shareholder approval and consummation
of the Reorganization. The new investment advisory agreement with CSAM will be
the same as the Fund's current investment advisory agreement except that the
investment advisory fee will be equal to a percentage of the lower of the
average weekly stock price (market value) of the Fund's outstanding shares or
its average weekly net assets. For more information about the new investment
advisory agreement, see "Proposal 2 (Credit Suisse Asset Management Income Fund
Shareholders Only): Approval of New Investment Advisory Agreement."

      For the fiscal year ended December 31, 2000, CGF's and CIK's total expense
ratios were 1.05% and .78%, respectively. The total expense ratio is the ratio
of total annual operating expenses to average net assets.

      The pro forma expense ratio of the Surviving Fund is estimated to be
approximately .77% after giving effect to the Reorganization. The actual expense
ratio for the Surviving Fund for the current and subsequent fiscal years, if the
Reorganization occurs, may be higher or lower than this projection and will
depend upon the Surviving Fund's performance, general bond market and economic
conditions, net asset levels, interest rate levels and other factors.

      See "Expense Table" below for the current expenses of each Fund and pro
forma expenses following the Reorganization.

      Federal Income Tax Consequences of the Reorganization. As a condition to
the closing of the Reorganization, both Funds will receive an opinion of Willkie
Farr & Gallagher, counsel to the Funds and CSAM, stating that the Reorganization
will constitute a tax-free reorganization within the meaning of Section
368(a)(1) of the Internal Revenue Code of 1986, or the Code. Accordingly,
neither CIK, CGF nor the shareholders of either Fund should recognize any gain
or loss for federal income tax purposes as a result of the Reorganization,
except with respect to the shareholders of CGF who receive cash proceeds from
the purchase of fractional share interests by the Surviving Fund. These
shareholders will be treated for federal income tax purposes as if they received
such fractional share interests and then sold such interests for cash. The
holding period and the aggregate tax basis of CIK shares (including fractional
share interests purchased by the Surviving Fund) received by a CGF shareholder
will be the same as the holding period and aggregate tax basis of the shares of
CGF previously held by the shareholder. The holding period and the aggregate tax
basis of the assets received by CIK in the Reorganization will be the same as
the holding period and the tax basis of such assets in the hands of CGF
immediately before the Reorganization. For more information about the tax
consequences of the Reorganization, see "Information about the
Reorganization--Tax Considerations."

      Discount from Net Asset Value. Shares of closed-end funds frequently trade
at a market price that is less than the value of the fund's net assets. The
possibility that shares of the Surviving Fund will trade at a discount from its
net asset value is a risk separate and distinct from the risk that the Fund's
net asset value will decrease. Since the commencement of operations, CIK shares
have generally traded in the market at a discount to net asset value, although
recently they have traded at a premium. Similarly, CGF shares have generally
traded in the market at a discount to net asset value, although recently this
discount has substantially narrowed. As of February 21, 2001, the last trading
day immediately before the announcement of the Reorganization, and _________,
2001, CIK shares traded at a premium of 8.94% and ______%, respectively. As of
those same dates, CGF shares traded at a discount of 2.14% and _______%,
respectively. See "Additional Information about the Funds--Discount to Net Asset
Value."


                                      -7-
<PAGE>

      Disparity in CGF and CIK Discount/Premium Levels. Recently, the shares of
CIK have been trading at a premium to net asset value. In contrast, as of the
date of this Proxy Statement/Prospectus, the shares of CGF are trading at a
small discount to net asset value. If this pattern continues, the total market
value of CIK shares issued to CGF shareholders on the Effective Date will be
more than the total market value of CGF shares outstanding immediately prior to
the Effective Date, although their total net asset values will be the same
(disregarding fractional shares). The current disparity of discount/premium
patterns would cause CGF shareholders to receive shares in the Reorganization
with a higher aggregate market value, but the relative discount level of the
Funds may be different at the time the Reorganization occurs. While it is not
possible to predict the effect, if any, of the Reorganization on the market
price of CIK's shares relative to net asset value, it is possible that CIK's
shares will trade at a smaller premium or at a discount following the
Reorganization. In fact, the acquisition by a fund whose shares are trading at a
premium of the assets of a fund whose shares are trading at a discount could
have an adverse effect on the acquiring fund's relative share price, as market
participants seek to take advantage of the disparity. Such an acquisition could
also have a positive effect on the relative share price of the selling fund, but
the same market factors that cause the selling fund's shares to trade at a lower
relative share price could affect the acquiring fund once the acquisition takes
place. However, CSAM and the CIK Board both believe that the long-term expected
benefits of the Reorganization, which are more certain to occur, outweigh the
uncertain, unpredictable and potentially short-term effect of the Reorganization
on the relative market price of CIK's shares. CSAM and the Boards also believe
that an increase in asset size, an increase in the number of outstanding shares
and a reduction in expense ratio, all of which CIK is expected to enjoy as the
surviving fund as a result of the Reorganization, are not the kinds of
developments that should aversely affect a closed-end fund's relative share
price over the long term. For more information, see "Additional Information
about the Funds--Discount to Net Asset Value."

      Expenses of the Reorganization. In evaluating the proposed Reorganization,
CSAM has estimated the amount of expenses the Funds would incur, including NYSE
listing fees, SEC registration fees, legal and accounting fees and proxy and
distribution costs. The estimated total expenses pertaining to the
Reorganization are approximately $600,000. The aggregate expenses of the
Reorganization will be allocated equally between the Funds, including the SEC
registration fees and the fees for listing additional shares of CIK on the NYSE.
The expenses of the Reorganization are expected to result in a reduction in
CGF's net asset value per share of approximately $.2504, and a reduction in
CIK's net asset value per share of approximately $.00864.


                                      -8-
<PAGE>

      Expense Table

<TABLE>
<CAPTION>
                                                                                   Pro Forma
                                                   CGF              CIK        Post-Reorganization
                                                  ---------        ---------   -------------------
<S>                                               <C>              <C>              <C>
SHAREHOLDER TRANSACTION EXPENSES
Sales Load (as a percentage of offering
    price)..................................        NONE             NONE             NONE

Dividend Reinvestment and Cash Purchase
    Plan Fees...............................      $ 5.00 (1)       $ 5.00 (1)       $ 5.00 (1)

ANNUAL FUND OPERATING EXPENSES (AS A
    PERCENTAGE OF AVERAGE NET ASSETS)(2)
Investment Management Fees..................        0.50% (3)        0.50%(3)         0.50%(3)
Interest Payments on Borrowed Funds.........        0                0                0
Other Expenses(4)...........................        0.55%            0.28%            0.27%
Total Annual Expenses(5)....................        1.05%            0.78%            0.77%
</TABLE>

- ---------------
(1)   For optional cash purchases. First time investors are subject to an
      initial service charge of $10.

(2)   The percentages in the above table expressing annual fund operating
      expenses are based on each Fund's operating expenses for the fiscal year
      ended December 31, 2000.

(3)   For more information about each Fund's investment management fees, see
      "Synopsis--Fees and Expenses--Credit Suisse Asset Management Strategic
      Global Income Fund" and "Synopsis--Fees and Expenses-- Credit Suisse Asset
      Management Income Fund."

(4)   Based on actual expenses incurred in 2000. "Other Expenses" include fees
      for shareholder services, custody, legal and accounting services, printing
      costs, the costs involved in communications with shareholders and the
      costs of regulatory compliance, maintaining corporate existence and the
      listing of the shares of common stock on the NYSE. These figures do not
      reflect the expenses of the Reorganization.

(5)   Total annual expenses for the fiscal year 2001 are estimated to represent
      .82% of net assets for CIK and 1.10% of net assets for CGF without giving
      effect to the Reorganization.


                                      -9-
<PAGE>

      Example. The purpose of the following example is to help you understand
the costs and expenses you may bear as an investor. This example is based on the
level of total annual operating expenses for each Fund listed in the table
above, the total expenses relating to a $1,000 investment, assuming a 5% annual
return and reinvestment of all dividends and distributions. Shareholders do not
pay these expenses directly; they are paid by the Funds before they distribute
net investment income to shareholders. This example should not be considered a
representation of future expenses, and actual expenses may be greater or less
than those shown. Federal regulations require the example to assume a 5% annual
return, but actual annual returns may vary.

                                                                  Pro Forma
                                    CGF             CIK      Post-Reorganization
1 Year........................     $  11           $   8            $  8
3 Years.......................     $  35           $  26            $ 25
5 Years.......................     $  61           $  45            $ 44
10 Years......................     $ 139           $ 103            $101

      Performance. The table below provides performance data for various periods
ended December 31, 2000 for CGF and CIK based on each Fund's net asset value and
market value. Past performance is not a guarantee of future results, and it is
not possible to predict whether or how investment performance will be affected
by the Reorganization.

<TABLE>
<CAPTION>
                                                       CGF                        CIK
                                             ----------------------      ----------------------
                                                            Average                     Average
                                             Cumulative      Annual      Cumulative      Annual
                                             ----------      ------      ----------      ------
<S>                                           <C>            <C>          <C>             <C>
Net Asset Value      One Year .............    (3.95%)        ____%        12.37%)        ____%
                     Three Year ...........    (7.16%)       2.45%         (7.99%)       (2.74%)
                     Five Year (1) ........    19.70%        3.66%         10.23%         1.97%
                     Ten Year .............   127.34%        8.56%        113.36%         7.87%

Market Value         One Year .............    16.11%         ____%         3.54%           --
                     Three Year ...........    (5.76%)      (1.96%)       (13.39%)       (4.68%)
                     Five Year(1) .........    28.02%        5.06%         18.03%         3.37%
                     Ten Year .............   245.98%       13.21%        245.14%        13.19%
</TABLE>

- ----------
(1)   CSAM replaced CS First Boston Investment Management ("CSFBIM") as
      investment adviser to each Fund effective June 13, 1995 by virtue of its
      acquisition of CSFBIM at that time.


                                      -10-
<PAGE>

      Financial Highlights

      The tables below are intended to help you understand the financial
performance of CGF and CIK. This information is derived from financial and
accounting records of each Fund.

      This information has been audited by PricewaterhouseCoopers LLP, the
Funds' independent public accountants, whose reports, along with the Funds'
financial statements, are included in the Funds' Annual Reports to Shareholders
and incorporated in the SAI by reference. The Annual Reports may be obtained
without charge by writing to Georgeson Shareholder Communications, 17 State
Street, 10th Floor, New York, New York 10004, or by calling 1-(800) 223-2064.


                                      -11-
<PAGE>

        Credit Suisse Asset Management Strategic Global Income Fund, Inc.
                              Financial Highlights

            The following table includes per share operating performance data
for a share of common stock outstanding, total investment return, ratios to
average net assets and other supplemental data for each period indicated. This
information has been derived from information provided in the financial
statements and market price data for the Fund's shares.


<TABLE>
<CAPTION>
                                                                Per Share Operating Performance
                                                      For a Fund Share Outstanding Throughout Each Period
                                               Year       Year         Year       Year       Year         Year
                                               Ended      Ended        Ended      Ended      Ended        Ended
                                              12/31/00   12/31/99     12/31/98   12/31/97   12/31/96   12/31/95(1)
                                              --------   --------     --------   --------   --------   -----------
<S>                                           <C>        <C>           <C>        <C>        <C>        <C>
Net Asset Value, Beginning of Year .........  $ 8.46     $ 9.29        $10.79     $10.37     $10.01     $ 9.26
   Offering Costs ..........................      --      (0.04)           --         --         --         --
   Investment Activities:
     Net Investment Income .................    0.78       0.89          0.94       0.89       0.91       0.95
     Net Realized and Unrealized
        Gain(Loss) on Investments ..........   (1.18)      0.42         (1.49)      0.41       0.26       0.61
                                              ------     ------        ------     ------     ------     ------

Total from Investment Activities ...........   (0.40)      1.31         (0.55)      1.30       1.17       1.56

Decrease in Net Asset Value
due to Shares Issued
through Rights Offering ....................              (1.18)

Less Distributions:
   From Net Investment Income ..............   (0.94)     (0.92)        (0.95)     (0.88)     (0.81)     (0.76)
   In Excess of Net Investment Income ......      --         --            --         --         --         --
   From Return of Capital ..................      --         --            --         --         --      (0.05)
                                              ------     ------        ------     ------     ------     ------

Total Distributions ........................   (0.94)     (0.92)        (0.95)     (0.88)     (0.81)     (0.81)
                                              ======     ======        ======     ======     ======     ======

Net Asset Value, End of Year ...............  $ 7.12     $ 8.46        $ 9.29     $10.79     $10.37     $10.01
                                              ======     ======        ======     ======     ======     ======

Per share Market Value, End of Year ........  $ 6.75     $ 6.63        $ 8.63     $10.06     $ 9.00     $ 8.88
                                              ======     ======        ======     ======     ======     ======

Total Investment Return
   Net Asset Value (2) .....................   (3.95)%     1.89%        (5.13)%    13.82%     13.27%     17.57%
   Market Value ............................   12.80%    (14.03)%(3)    (5.56)%    22.34%     11.03%     18.16%

<CAPTION>
                                                 Year        Year          Year        Year
                                                 Ended       Ended         Ended       Ended
                                                12/31/94    12/31/93      12/31/92    12/31/91
                                                --------    --------      --------    --------
<S>                                              <C>          <C>         <C>           <C>
Net Asset Value, Beginning of Year .........     $10.45       $ 9.80      $ 9.62        $ 8.70
   Offering Costs ..........................         --           --          --            --
   Investment Activities:
     Net Investment Income .................       0.95         1.04        1.22          1.16
     Net Realized and Unrealized
        Gain(Loss) on Investments ..........      (1.33)        0.66        0.01          0.96
                                                 ------       ------      ------        ------

Total from Investment Activities ...........      (0.38)        1.70        1.23          2.12

Decrease in Net Asset Value
due to Shares Issued
through Rights Offering ....................

Less Distributions:
   From Net Investment Income ..............      (0.62)       (1.04)      (1.05)        (1.20)
   In Excess of Net Investment Income ......         --        (0.01)         --            --
   From Return of Capital ..................      (0.19)          --          --            --
                                                 ------       ------      ------        ------

Total Distributions ........................      (0.81)       (1.05)      (1.05)        (1.20)
                                                 ======       ======      ======        ======

Net Asset Value, End of Year ...............     $ 9.26       $10.45      $ 9.80        $ 9.62
                                                 ======       ======      ======        ======

Per share Market Value, End of Year ........     $ 8.25       $ 9.50      $ 9.50        $10.38
                                                 ======       ======      ======        ======

Total Investment Return
   Net Asset Value (2) .....................      (3.80)%      18.29%      13.28%        25.32%
   Market Value ............................      (4.72)%      10.94%       3.50%        53.35%
</TABLE>


<TABLE>
<CAPTION>
                                                                              Ratios/Supplemental Data
                                                 Year            Year           Year          Year           Year           Year
                                                Ended           Ended          Ended          Ended         Ended           Ended
                                               12/31/00        12/31/99       12/31/98      12/31/97       12/31/96      12/31/95(1)
                                               --------        --------       --------      --------       --------      -----------
<S>                                             <C>           <C>             <C>            <C>            <C>            <C>
Net Assets, End of Year (Thousands) .....       $85,332       $101,315        $78,510        $91,914        $87,656        $84,618
Ratio of Expenses to Average Net Assets .          1.05%          1.09%          1.17%          1.10%          1.11%          1.12%
Ratio of Net Investment Income to Average
  Net Assets ............................          9.85%         10.35%          9.17%          8.43%          8.99%          9.80%
Portfolio Turnover Rate .................          51.1%          41.2%         107.8%         119.1%          65.1%          54.5%

<CAPTION>
                                                           Ratios/Supplemental Data
                                                 Year           Year          Year           Year
                                                 Ended         Ended          Ended         Ended
                                               12/31/94       12/31/93      12/31/92       12/31/91
                                               --------       --------      --------       --------
<S>                                            <C>            <C>            <C>            <C>
Net Assets, End of Year (Thousands) .....      $78,252        $88,319        $82,450        $80,606
Ratio of Expenses to Average Net Assets .         0.99%          1.06%          1.01%          1.00%
Ratio of Net Investment Income to Average
  Net Assets ............................         9.66%         10.28%         12.34%         12.13%
Portfolio Turnover Rate .................         83.1%         128.5%         107.7%          48.0%
</TABLE>

(1)   CSAM replaced CS First Boston Investment Management as CGF's investment
      adviser effective June 13, 1995.

(2)   Total investment return based on per share net asset value reflects the
      effects of change in net asset value on the performance of CGF during each
      period and assumes dividends and capital gains distributions were
      reinvested. These percentages are not an indication of the performance of
      a shareholder's investment in CGF based on market value because the market
      price of the stock and the net asset value of CGF may differ.

(3)   Excluding the effect of the rights offering completed in 1999, total
      market value return for that year would have been (12.26)%.

Note: Current period permanent book-tax differences, if any, are not included in
the calculation of net investment income per share.


                                      -12-
<PAGE>

                Credit Suisse Asset Management Income Fund, Inc.
                              Financial Highlights

      The following table includes per share operating performance data for a
share of common stock outstanding, total investment return, ratios to average
net assets and other supplemental data for each period indicated. This
information has been derived from information provided in the financial
statements and market price data for the Fund's shares.

<TABLE>
<CAPTION>
                                                               Per Share Operating Performance
                                                    For a Fund Share Outstanding Throughout Each Period
                                             Year            Year            Year           Year            Year
                                             Ended           Ended          Ended           Ended          Ended
                                           12/31/00        12/31/99        12/31/98        12/31/97        12/31/96
                                          -----------     -----------     -----------     -----------     -----------
<S>                                       <C>             <C>             <C>             <C>             <C>
Net Asset Value, Beginning of Year ....   $      7.34     $      7.77     $      8.44     $      8.12     $      8.63
   Offering Costs .....................            --              --              --              --           (0.02)
   Investment Activities:
      Net Investment Income ...........          0.67            0.75            0.71            0.69            0.75
      Net Realized and Unrealized Gains
        or Losses on Investments ......         (1.55)          (0.46)          (0.66)           0.39            0.18
                                          -----------     -----------     -----------     -----------     -----------

Total from Investment Activities ......         (0.88)           0.29            0.05            1.08            0.93
                                          -----------     -----------     -----------     -----------     -----------

Decrease in Net Asset Value
   due to shares Issued
   through Rights Offering ............                                                                         (0.52)

Less Distributions:
   From Net Investment Income .........         (0.76)          (0.72)          (0.72)          (0.76)          (0.90)
                                          -----------     -----------     -----------     -----------     -----------

Total Distributions ...................         (0.76)          (0.72)          (0.72)          (0.76)          (0.90)
                                          ===========     ===========     ===========     ===========     ===========

Net Asset Value, End of Year ..........   $      5.70     $      7.34     $      7.77     $      8.44     $      8.12
                                          ===========     ===========     ===========     ===========     ===========

Per share Market Value, End of Year ...   $      5.56     $      6.06     $      7.56     $      8.75     $      7.63
                                          ===========     ===========     ===========     ===========     ===========

Total Investment Return
   Net Asset Value(2) .................        (12.37)%          4.50%           0.47%          14.03%          10.59%
   Market Value .......................          3.55%         (11.32)%         (5.68)%         25.90%          10.05%(3)

<CAPTION>
                                             Year             Year            Year            Year            Year
                                            Ended             Ended          Ended           Ended           Ended
                                           12/31/95(1)       12/31/94       12/31/93        12/31/92        12/31/91
                                           -----------     -----------     -----------     -----------     -----------
<S>                                        <C>             <C>             <C>             <C>             <C>
Net Asset Value, Beginning of Year ....    $      8.05     $      9.00     $      8.42     $      8.28     $      7.25
   Offering Costs .....................             --              --              --              --              --
   Investment Activities:
      Net Investment Income ...........           0.86            0.83            0.91            0.89            0.89
      Net Realized and Unrealized Gains
        or Losses on Investments ......           0.48           (1.06)           0.57            0.08            1.04
                                           -----------     -----------     -----------     -----------     -----------

Total from Investment Activities ......           1.34           (0.23)           1.48            0.97            1.93
                                           -----------     -----------     -----------     -----------     -----------

Decrease in Net Asset Value
   due to shares Issued
   through Rights Offering ............

Less Distributions:
   From Net Investment Income .........          (0.76)          (0.72)          (0.90)          (0.83)          (0.90)
                                           -----------     -----------     -----------     -----------     -----------

Total Distributions ...................          (0.76)          (0.72)          (0.90)          (0.83)          (0.90)
                                           ===========     ===========     ===========     ===========     ===========

Net Asset Value, End of Year ..........    $      8.63     $      8.05     $      9.00     $      8.42     $      8.28
                                           ===========     ===========     ===========     ===========     ===========

Per share Market Value, End of Year ...    $      7.88     $      7.00     $      8.50     $      8.38     $      8.38
                                           ===========     ===========     ===========     ===========     ===========

Total Investment Return
   Net Asset Value(2) .................          17.41%          (2.67%)         18.47%          11.95%          27.71%
   Market Value .......................          24.34%          (9.48%)         12.46%          12.09%          50.81%
</TABLE>

<TABLE>
<CAPTION>
                                                                     Ratios/Supplemental Data
                                              Year            Year            Year            Year            Year
                                             Ended           Ended           Ended           Ended            Ended
                                            12/31/00      12/31/1999      12/31/1998      12/31/1997      12/31/1996
                                          -----------     -----------     -----------     -----------     -----------
<S>                                       <C>             <C>             <C>             <C>             <C>
Net Assets, End of Year (Thousands) ...   $   197,817     $   254,857     $   269,507     $   291,959     $   280,634
Ratio of Expenses to Average Net Assets          0.78%           0.78%           0.81%           0.84%           0.95%

Ratio of Net Investment
   Income to Average Net Assets(2) ....         10.10%           9.90%           8.59%           8.47%           9.23%

Portfolio Turnover Rate ...............          39.1%           43.5%           84.7%           97.7%           81.0%

<CAPTION>
                                              Year             Year            Year            Year            Year
                                              Ended           Ended           Ended           Ended           Ended
                                          12/31/95(2)       12/31/94        12/31/93        12/31/92        12/31/91
                                           -----------     -----------     -----------     -----------     -----------
<S>                                        <C>             <C>             <C>             <C>             <C>
Net Assets, End of Year (Thousands) ...    $   210,441     $   196,379     $   219,355     $   203,846     $   199,857
Ratio of Expenses to Average Net Assets           0.92%           0.83%           0.88%           0.86%           0.87%

Ratio of Net Investment
   Income to Average Net Assets(2) ....          10.22%           9.75%          10.34%          10.38%          11.12%

Portfolio Turnover Rate ...............           44.1%           70.6%          117.5%          115.2%           53.3%
</TABLE>

- ----------
(1)   CSAM replaced CS First Boston Investment Management Corporation as CIK's
      investment adviser effective June 13, 1995.

(2)   Total investment return based on per share net asset value reflects the
      effects of change in net asset value on the performance of CIK during each
      period, and assumes dividends and capital gains distributions were
      reinvested. These percentages are not an indication of the performance of
      a shareholder's investment in CIK based on market value because the market
      value of the stock and the net asset value of CIK may differ.

(3)   Excluding the effect of the rights offering completed in 1996, total
      market value for that year would have been 9.53%.

      Note: Current period permanent book-tax differences, if any, are not
      included in the calculation of net investment income per share.


                                      -13-
<PAGE>

      Risk Factors and Special Considerations

      Both CGF and CIK are subject to certain risks which are described below.

      Changes in interest rates may reduce your return on investment. Since the
market price of fixed-income securities generally decreases when interest rates
rise, the net asset value and market price of your shares may decline if
interest rates rise. The magnitude of the decrease will generally be greater for
securities with longer maturities and securities with higher yields, which are
those in which the Funds primarily invest. This risk may or may not be offset by
additional income from new or existing securities carrying higher interest
rates. Conversely, if rates decline, you may over time receive less current
income from your investment, although the net asset value and market price of
your shares may immediately increase. No assurance can be given that the
securities purchased by the Funds will continue to earn yields comparable to
those earned historically.

      Market fluctuations may affect the value of your investment. The market
value of fixed-income securities may move up and down, sometimes rapidly and
unpredictably. These fluctuations, which are often referred to as "volatility,"
may cause a security to be worth less than it was worth at an earlier time.
Volatility may affect a single issuer, industry, sector of the economy or the
market as a whole. Volatility affects most investments--including bonds, and the
funds that invest in them. The risk of volatility in bond prices can vary
significantly depending upon factors such as issuer and maturity. Volatility
will affect the net asset value and market price of your shares and may reduce
your return on investment.

      Your investment is exposed to the credit risk inherent in fixed-income
securities. The issuer of a debt security may fail to make timely payments of
either principal or interest. When holding shares, you indirectly bear this
credit risk. A deterioration in financial or general economic conditions usually
increases credit risk. Even with investment grade securities, differences exist
in credit quality and some investment grade securities may have speculative
characteristics. A security's price may be adversely affected by the market's
opinion of the security's credit quality level even if the issuer or
counterparty has suffered no degradation in its ability to honor the obligation.
In addition, the Funds may purchase securities that are in default or not
current in the payment of interest or principal. No assurance can be given that
issuers whose obligations the Funds acquire will make payments on such
obligations as they become due.

      High yield securities present increased and special risks. High yield
securities generally pay a premium above the yields of U.S. government debt
securities or mature corporate issuers because they are subject to greater risks
than these securities. Hence, high yield securities usually carry a medium-grade
or below investment grade rating, which reflects their speculative character and
the following risks:

            o     greater volatility

            o     greater credit risk

            o     potentially greater sensitivity to general economic or
                  industry conditions

            o     potential lack of attractive resale opportunities
                  (illiquidity)

            o     additional expenses to seek recovery from issuers who default

      The market value of lower-rated securities may be more volatile than the
market value of higher-rated securities and generally tends to reflect the
market's perception of the creditworthiness of the issuer and short-term market
developments to a greater extent than more highly rated securities, which
reflect primarily fluctuations in general levels of interest rates.


                                      -14-
<PAGE>

      Ratings are relative and subjective and not absolute standards of quality.
Securities ratings are based largely on the issuer's historical financial
condition and the rating agencies' analysis at the time of rating. Consequently,
the rating assigned to any particular security is not necessarily a reflection
of the issuer's current financial condition.

      Investing outside the U.S. presents special risks. The risks which CGF
faces when it invests in foreign debt securities include:

            o     fluctuations in exchange rates between the U.S. dollar and
                  foreign currencies

            o     unavailable or deficient key information about an issuer,
                  security or market

            o     expropriations, capital or currency controls, punitive taxes
                  or nationalizations

            o     economic policy changes, social and political instability,
                  military action and war

      Additional risks present when investing outside the U.S. include:

            o     changed circumstances in dealings between nations

            o     greater volatility and illiquidity of foreign securities

            o     costs incurred in connection with conversions between various
                  currencies

            o     higher foreign brokerage commissions

            o     possible extended settlement periods

      The risks of investing outside the U.S. are compounded for investments in
emerging markets. There are greater risks involved in investing in emerging
markets than in developed foreign markets, including:

            o     potentially more limited access to investments or less
                  advantageous terms for foreign investors

            o     less-developed securities markets

            o     heightened economic, political and social problems

            o     deficiencies in regulatory oversight, market infrastructure,
                  shareholder protections and company laws

            o     less rigorous and/or enforced accounting, auditing and
                  financial reporting standards and requirements

            o     potential difficulties in enforcing contractual obligations

      Mortgage-backed securities may reduce current income. Depending on market
conditions, mortgage-backed securities may at times constitute a substantial
portion of the Funds' portfolio. Mortgage-backed securities are subject to the
following risks:

            o     default on the underlying debt


                                      -15-
<PAGE>

            o     substantial decline in value when interest rates rise

            o     potential lack of attractive resale opportunities
                  (illiquidity)

            o     loss of income due to prepayments and foreclosures

      The Funds' shares have traded and may continue to trade at a discount to
net asset value. Shares of closed-end investment companies frequently trade at a
discount to net asset value. This characteristic of shares of a closed-end fund
is a risk separate and distinct from the risk that its net asset value may
decrease. Since the commencement of operations, the shares of each Fund have
generally traded in the market at a discount to net asset value. See "Common
Stock." The risk of purchasing shares of a closed-end fund that might trade at a
discount is more pronounced for investors who wish to sell their shares in a
relatively short period of time. For those investors, realization of a gain or
loss on their investments is likely to be more dependent upon the existence of a
premium or discount than upon portfolio performance.

      Other risks may arise from certain investment techniques which the Funds
may use. These techniques include repurchase agreements, lending of portfolio
securities, short sales, options on U.S. government securities, interest rate
futures and related options, direct placement securities, restricted and
illiquid securities and foreign exchange currency transactions. For a
description of risks associated with these techniques, please see "Other
Investment Techniques" in this Proxy Statement/Prospectus beginning on page 22.


                                      -16-
<PAGE>

      Comparison of Investment Objectives and Policies

      Organization. CIK and CGF are both diversified, closed-end management
investment companies registered under the Investment Company Act. CGF was
organized as a Maryland corporation in 1988 and CIK was organized as a Maryland
corporation in 1987. Each Fund's Board of Directors is responsible for the
management of the business and affairs of each Fund, including the supervision
of the duties performed by each Fund's investment manager. The Funds are managed
and advised by CSAM and have Common Directors. The shares of common stock of
each Fund are listed and trade on the NYSE. After the Reorganization, CGF's
shares will be delisted and CGF will be liquidated and dissolved in accordance
with Maryland law and de-registered under the Investment Company Act.

      The shares of common stock of each Fund have equal non-cumulative voting
rights and equal rights with respect to dividends, assets and dissolution. Each
Fund's shares of common stock are fully paid and non-assessable and have no
preemptive, conversion or other subscription rights. Fluctuations in the market
price of the Fund's shares is the principal investment risk of an investment in
either Fund. Portfolio management, market conditions, investment policies and
other factors affect such fluctuations. Although the investment objectives,
policies and restrictions of CIK and CGF are similar, there are differences
between them, as discussed below. There can be no assurance that either Fund
will achieve its stated objective.

      Investment Objectives and Policies. CGF and CIK have substantially similar
investment objectives and policies. The investment objective of CGF is high
current income consistent with the preservation of capital. CGF seeks to achieve
this objective by investing in higher yielding U.S. and foreign fixed-income
securities, with an emphasis on U.S. high yield (junk bonds) and emerging market
securities. At least 65% of CGF's total assets must be invested in
income-producing securities. CSAM expects that substantially all of CGF's assets
will be invested in income-producing securities. CGF may also invest up to 35%
of its net assets in fixed-income securities of issuers located in emerging
markets. CIK's investment objective is current income consistent with the
preservation of capital. CIK seeks to achieve this objective by investing
primarily in fixed-income securities, such as bonds, debentures and preferred
stocks. Under normal circumstances, CIK invests at least 75% of its assets in
fixed-income securities. Since February 2001, CIK may also invest up to 35% of
its net assets in fixed-income securities of issuers located in emerging
markets. Both Funds' investments are not subject to any rating quality
limitation. Accordingly, each may invest a substantial portion of its assets in
securities rated below investment grade by a nationally recognized rating
service or unrated but in CSAM's opinion of comparable quality.

      The investment objectives of CGF and CIK are fundamental policies and
cannot be changed without the approval of the holders of a majority of the
outstanding voting securities. As used herein, a "majority of the outstanding
voting securities" means the lesser of (a) 67% of the shares represented at a
meeting at which more than 50% of the outstanding shares are represented or (b)
more than 50% of the outstanding shares.

      No assurance can be given that the investment objective of either Fund
will be achieved. For a more detailed discussion of the investment objective and
policies, see "Investment Objective and Policies" in the SAI.

      Recent Repositioning of CIK and CGF's Investment Portfolio. CIK
historically has pursued its investment objective by investing principally in
high yield fixed income securities of domestic issuers, while investing a
relatively small percentage of its net assets in investment-grade debt
securities (approximately 15% before the recent portfolio repositioning). CGF
has pursued its investment objective by investing not less than 65% of its net
assets in domestic high yield securities, and up to 35% of its net assets in
emerging markets debt. In February 2001, the Board of Directors of CIK


                                      -17-
<PAGE>

adopted a policy with respect to investments in emerging market debt similar to
that of CGF and accepted a recommendation from the investment advisor to
partially reposition its portfolio. As a result, CIK is liquidating its
investment-grade debt securities portfolio and re-deploying those assets
(approximately 15% of the Fund's net assets) in emerging market debt securities.
In addition, following a recommendation by the investment advisor, CGF has
reduced the percentage of its net assets invested in emerging markets debt to
15% from approximately 35%. As a result of these changes, the Funds have a
substantially similar investment mix: approximately 85% of their respective net
assets is invested in U.S. high yield fixed-income securities and 15% is
invested in fixed-income securities of issuers located in emerging markets.

      The decision to reposition CIK's portfolio was based on a number of
considerations, including CSAM's advice to the CIK Board that:

            o     during the last several years emerging markets debt has
                  matured considerably as a separate asset class,

            o     the movement of the value of emerging markets debt generally
                  does not highly correlate with the movement of the value of
                  domestic high yield debt and thus under current market
                  conditions should result in a less volatile portfolio than one
                  investing solely in domestic high yield securities, and

            o     the repositioning should enhance the overall yield on CIK's
                  portfolio, and thus enable the Board to give consideration to
                  an increase in CIK's dividend rate at some point in the
                  future.

      The decision to increase CGF's exposure to U.S. high yield fixed-income
securities was based on CSAM's advice to the CGF Board that the spreads over
investment grade debt afforded by emerging market debt have narrowed, while at
present comparable spreads for domestic high yield fixed income securities have
remained high.

      THE FOLLOWING FOUR TABLES ARE ALL AS OF DECEMBER 31, 2000 AND DO NOT
REFLECT THE EFFECT OF THE REPOSITIONING OF EACH FUND'S PORTFOLIO APPROVED IN
FEBRUARY 2001 AND DESCRIBED ELSEWHERE HEREIN. ACCORDINGLY, SUCH INFORMATION

SHOULD NOT BE REGARDED AS REPRESENTATIVE OF THE COMPOSITION OF THE FUNDS'
PORTFOLIOS GOING FORWARD.

      The following table shows the composition of the portfolio of investments
of each Fund (as a percentage of net assets) as of December 31, 2000 and on a
pro-forma basis after giving effect to the Reorganization:

                                            December 31, 2000       Pro forma(1)
                                         ------------------------   ------------
                                         CGF                CIK
Corporate Obligations:                   65.2%              88.3%       81.3%
Government and Agency Securities:        26.4                0.6         8.5
Collateralized Securities:                0.0                1.0         0.7
Asset Backed Obligations:                 0.0                1.4         1.0
Common Stocks:                            0.9                1.1         1.0
Preferred Stocks:                         1.7                2.6         2.3
Warrants:                                 0.7                0.6         0.6

- ----------
(1)   Does not reflect the effect of the repositioning of each Fund's portfolio
      which was approved in February 2001. CSAM expects that government and
      agency securities will represent approximately 15% of the Surviving Fund's
      net assets after the repositioning is completed.

      Investments in fixed-income securities are not subject to any rating
quality limitation. Accordingly, the Funds may invest a substantial portion of
their assets in securities rated below


                                      -18-
<PAGE>

investment grade by a nationally recognized rating service or unrated but in
CSAM's opinion of comparable quality. The table below sets forth the percentages
of assets invested by each Fund during the fiscal year ended December 31, 2000
in the various Standard & Poor's Rating Group and Moody's Investors Service,
Inc. rating categories and in unrated securities determined by CSAM to be of
comparable quality. The actual and pro-forma (giving effect to the
Reorganization) percentages are based on the dollar-weighted average of credit
ratings of all securities held during the fiscal year ended December 31, 2000,
computed on a monthly basis. For information regarding the various ratings of
Moody's and Standard & Poor's, see the appendix to this prospectus.

<TABLE>
<CAPTION>
                                                                   Unrated Securities of
                                        Rated Securities as a     Comparable quality as a
                                            percentage of              percentage of
         Rating Category                   portfolio value            portfolio value                Total
- -----------------------------------   -------------------------  -------------------------  -------------------------
                                                         Pro-                       Pro                        Pro
                                       CGF      CIK    forma(1)   CGF      CIK    forma(1)   CGF      CIK    forma(1)
                                      -----    -----   --------  -----    -----   --------  -----    -----   --------
<S>                                    <C>      <C>      <C>       <C>      <C>      <C>    <C>      <C>      <C>
AAA/Aaa ...........................     0.0%     2.3%     1.6%     0.0%      .2%      .1%     0.0%     2.5%     1.7%
AA/Aa .............................     0.0%     1.1%     0.8%     0.0%     0.0%     0.0%     0.0%     1.1%      .8%
A/A ...............................     0.0%     2.6%     1.8%     0.0%     0.0%     0.0%     0.0%     2.6%     1.8%
BBB/Baa ...........................     3.0%     7.8%     6.3%     0.0%     0.0%     0.0%     3.0%     7.8%     6.3%
BB/Ba .............................    12.9%     8.0%     9.5%     1.5%     1.4%     1.4%    14.4%     9.4%    10.9%
B/B ...............................    59.4%    52.0%    54.2%     5.1%     1.6%     2.7%    64.5%    53.6%    56.9%
CCC/Caa ...........................     8.1%    12.3%    11.1%     2.5%     2.5%     2.5%    10.6%    14.8%    13.6%
CC/Ca .............................     0.5%     0.7%     0.6%     0.6%     1.0%      .9%     1.1%     1.7%     1.5%
C/C ...............................     0.0%     0.1%     0.1%     0.0%     0.0%     0.0%     0.0%      .1%      .1%
D .................................     0.0%     0.0%     0.0%     0.0%     0.0%     0.0%     0.0%     0.0%     0.0%
      Subtotal ....................    83.9%    86.9%    86.0%     9.7%     6.7%     7.6%    93.6%    93.6%    93.6%
                                      -----    -----    -----    -----    -----    -----    -----    -----    -----
U.S. Government, Equities and Other     6.4%     6.4%     6.4%      --       --       --      6.4      6.4%     6.4%
                                      -----    -----    -----    -----    -----    -----    -----    -----    -----
      Total .......................    90.3%    93.3%    92.4%     9.7%     6.7%     7.6%   100.0%   100.0%   100.0%
                                      =====    =====    =====    =====    =====    =====    =====    =====    =====
</TABLE>

- ----------
(1)   Does not reflect the effect of the repositioning of each Fund's portfolio
      which was approved in February 2001. CSAM expects that the percentage of
      the surviving Fund's assets invested in securities rated below investment
      grade or lower or unrated but deemed of comparable quality by CSAM will
      increase approximately to __% from its pro-forma level as a result of the
      repositioning.

      The percentage of the assets of each Fund invested in securities of
various grades may from time to time vary substantially from those set forth
above.

      The following table sets forth the composition of each Fund's portfolio by
industry as of December 31, 2000 and on a pro-forma basis, after giving effect
to the Reorganization:

          Industry                                      % of Net Assets
- ---------------------------------------------- --------------------------------
                                                December 31, 2000     Pro-Forma
                                              ----------------------  ---------
                                                 CGF          CIK
                                              ---------    ---------
Aerospace/Defense ............................  0.3%         0.8%        0.7%
Automotive ...................................  1.2%         2.5%        2.1%
Broadcasting .................................  4.8%         4.5%        4.6%
Business Services ............................  1.0%         1.2%        1.1%
Cable ........................................  7.2%        11.2%       10.0%
Chemicals ....................................  1.2%         1.7%        1.5%
CMO's & Asset Backed Securities ..............  0.0%         2.3%        1.6%
Construction & Building Materials ............  1.2%         1.7%        1.6%
Consumer Products & Services .................  1.8%         2.8%        2.5%
Electronics ..................................  1.3%         0.9%        1.0%
Energy .......................................  5.3%         8.0%        7.2%
Entertainment ................................  2.5%         2.1%        2.2%
Financial Services ...........................  1.0%         3.4%        2.7%
Food & Beverages .............................  1.5%         2.0%        1.9%
Health Care ..................................  0.7%         1.5%        1.2%
Industrial ...................................  1.4%         1.9%        1.8%
Metals/Mining ................................  1.2%         1.9%        1.7%
Miscellaneous ................................  0.4%         0.3%        0.3%
Packaging/Containers .........................  2.6%         2.6%        2.6%
Paper/Forest Products ........................  1.9%         2.9%        2.6%
Publishing & Information Services ............  2.1%         2.7%        2.5%
Restaurants, Hotels & Gaming .................  5.6%         6.9%        6.5%


                                      -19-
<PAGE>

          Industry                                      % of Net Assets
- ---------------------------------------------- --------------------------------
                                                December 31, 2000     Pro-Forma
                                              ----------------------  ---------
                                                 CGF          CIK
                                              ---------    ---------
Retail .......................................  2.0%         4.7%        3.9%
Rights, Warrants & Other .....................  0.7%         0.7%        0.7%
Telecommunications ........................... 14.2%        19.8%       18.1%
Textiles/Apparel .............................  0.9%         1.8%        1.5%
Transport ....................................  1.3%         1.2%        1.2%
Waste Management .............................  0.0%         0.0%        0.0%
                                              ------       ------      ------

Subtotal for Long-term Domestic Investments... 65.3%        94.0%       85.3%
                                              ------       ------      ------

Foreign Corporate Obligations ................  3.1%         1.0%        1.6%
Foreign Government Obligations ............... 25.6%         0.1%        7.8%
Time Deposit .................................  2.0%         1.4%        1.6%
Net Other Assets .............................  4.1%         3.5%        3.7%
                                              ------       ------      ------
                                              100.0%       100.0%      100.0%

      The ten largest holdings (as a percentage of net assets) at December 31,
2000 and on a pro-forma basis, after giving effect to the Reorganization were:

                                       CGF
- --------------------------------------------------------------------------------
                                                                          % of
                                                                          Net
                                Position                                 Assets
- --------------------------------------------------------------------     ------
1)  Russian Federation, Unsubordinated, 2.50%, 3/31/30                   3.8%

2)  Federal Republic of Brazil, Bearer Bonds, 11.00%, 8/17/40            2.7%
3)  Federal Republic of Brazil, Capitalization Bonds, 8.00%, 4/15/14     2.6%
4)  Argentina Bocon PRO1 Notes 2.953%, 4/1/07                            2.0%

5)  Republic of Agentina, Unsubordinated, 9.75%, 9/19/27                 1.5%


6)  Republic of Bulgaria Floating Rate Notes 3.00%, 7/28/12              1.3%

7)  Republic of Argentina, Foreign Government Gtd., 6.00%, 3/31/23       1.3%
8)  United States Treasury Notes 7.25%, 5/15/04                          0.9%

9)  Ministry Finance of Russia Debentures 3.00%, 5/14/06                 0.9%
10) Republic of Argentina, Debentures 7.625%, 3/31/05                    0.9%


                                       CIK
- --------------------------------------------------------------------------------
                                                                          % of
                                                                          Net
                                Position                                 Assets
- --------------------------------------------------------------------     ------
1)  Univision Network Holding L.P. Sub. Notes 7.00%,
    12/17/02                                                             1.0%
2)  Meditrust Conv. Debentures 7.50%, 3/1/01                             1.0%
3)  Coinstar, Inc. Sr. Discount Notes 13.00%, 10/1/06                    0.9%
4)  Telewest Comunications plc, Yankee Sr. Sub. Discount
    Debentures 0.00%, 10/1/07                                            0.8%
5)  Sprint Spectrum LP/Sprint Spectrum Finance Corp. Sr.
    Notes 11.00%, 8/15/06                                                0.8%
6)  Ainsworth Lumber Co., Ltd. Yankee Sr. Secured Notes
    12.50%, 7/15/07                                                      0.8%
7)  Motors & Gears, Inc. Series D, Sr. Notes 10.75%,
    11/15/06                                                             0.7%
8)  Key Energy Services, Inc., Sr. Sub. Notes 14.00%,
    1/15/09                                                              0.7%
9)  Station Casinos Sr. Sub. Notes 9.75%, 4/15/07                        0.7%
10) Mrs. Fields Original Cookies, Inc. Gtd. Sr. Notes
    10.125%, 12/1/04                                                     0.7%

                                    Pro forma
- --------------------------------------------------------------------------------
                                                                         % of
                                    Position                          Net Assets
- --------------------------------------------------------------------  ----------
1)  Russian Federation, Unsubordinated, 2.25%, 3/31/30                   1.2%
2)  Federal Republic of Brazil, Bearer Bonds, 11.00%, 8/17/40            0.8%
3)  Federal Republic of Brazil, Capitalization Bonds, 8.00%, 4/15/14     0.8%
4)  Univision Network, Holding L.P., Sub. Notes, 7.00%, 12/17/02         0.7%
5)  Univision Network Holdings LP                                        0.7%
6)  Meditrust Corp Conv Deb                                              0.7%
7)  Coinstar, Inc., Sr. Discount Notes, 13.00%, 10/1/06                  0.6%
8)  COINSTAR S/UP                                                        0.6%
9)  Bocon PROI Notes 2.953%, 4/1/07                                      0.6%
10) Telewest, Communications plc, Yankee Sr. Sub., Discount
    Debentures, 0.00%, 10/1/07                                           0.6%

      CSAM may take full advantage of the entire range of maturities of
fixed-income securities and may adjust the average maturity of the investments
held in the portfolio from time to time, depending on


                                      -20-
<PAGE>

its assessment of relative yields of securities of different maturities and its
expectations of future changes in interest rates.

      Investment Techniques

      U.S. Fixed-Income Securities

      Both Funds invest in higher-yielding, lower rated U.S. corporate fixed
income securities, including debt securities, convertible securities and
preferred stocks. They may also invest in securities rated single A or higher by
Moody's or by Standard & Poor's and unrated corporate fixed-income securities.
Normally substantially all of the high yield securities in which the Funds
invest are in the lower-rated categories. Lower-rated securities generally
provide yields superior to those of more highly rated securities, but involve
greater risks and are speculative in nature. The rating services' descriptions
of these rating categories, including the speculative characteristics of the
lower categories, are set forth in Appendix A. As of December 31, 2000,
corporate fixed-income securities rated below investment grade represented 62.5%
of the net assets of CGF and 77.1% of the net assets of CIK. On a pro-forma
basis, after the Reorganization but before giving effect to the portfolio
repositioning described above such securities would represent _% of the
Surviving Fund's net assets. CSAM expects that after the repositioning, these
securities would represent _% of the Surviving Fund's net assets.

      Both Funds may also invest in debt securities issued or guaranteed by the
U.S. government, or by agencies or instrumentalities established or sponsored by
the U.S. government, including mortgage-backed securities. Depending on market
conditions, the Funds may invest a substantial portion of their assets in
mortgage-backed securities. Mortgage-backed securities are collateralized by
mortgages or interests in mortgages and may be issued by government or
non-government entities. Mortgage-backed securities issued by government
entities typically provide a monthly payment consisting of interest and
principal payments, and additional payments will be made out of unscheduled
prepayments of principal. Non-government issued mortgage-backed securities may
offer higher yields than those issued by government entities, but may be subject
to greater price fluctuations. CSAM may take full advantage of the entire range
of maturities of U.S. government securities and may adjust the average maturity
of the investments held in the portfolio from time to time, depending on its
assessment of relative yields of securities of different maturities and its
expectations of future changes in interest rates. To the extent that the Funds
invest in the mortgage market, CSAM will evaluate relevant economic,
environmental and security-specific variables such as housing starts, coupon and
age trends. As of December 31, 2000, CGF did not hold any mortgage-backed
securities and these securities represented 1.0% of CIK's net assets. On a
pro-forma basis, they would represent _% of the net assets of the Surviving
Fund. CSAM does not expect these percentages to change materially as a result of
the repositioning.

      Non-US Dollar Denominated Fixed-Income Securities; Fixed-Income Securities
of Foreign Issuers

      Each Fund invests in debt obligations and other fixed income securities
denominated in U.S. dollars, non-U.S. currencies or composite currencies,
including:

            o     debt obligations issued or guaranteed by foreign national,
                  provincial, state, municipal or other governments with taxing
                  authority or by their agencies or instrumentalities

            o     debt obligations of supranational entities

            o     debt obligations of the U.S. government issued in non-dollar
                  denominated securities


                                      -21-
<PAGE>

            o     dollar and non-dollar denominated debt obligations and other
                  fixed-income securities of foreign and U.S. corporate issuers

      Each Fund may invest up to 35% of its net assets in the securities of
issuers located in emerging markets. CIK has a fundamental policy not to invest
more than 5% of the value of its total assets in securities denominated in a
currency other than the U.S. dollar. As CGF's investments in the securities of
issuers located in emerging markets consist almost entirely of U.S.
dollar-denominated fixed-income securities, CSAM does not expect that this
limitation will impair to any material extent CIK's ability to invest in those
markets if the Reorganization is approved.

      Other Investment Techniques

      To enhance return as market opportunities arise, the Funds may use the
following investment techniques. Associated risks are indicated for each
technique.

      Repurchase Agreements. The Funds may invest in repurchase agreements
collateralized by U.S. government securities, certificates of deposit and
certain bankers' acceptances for the purpose of realizing additional income. The
use of repurchase agreements involves the risk that the counterparty may default
on its obligation to repurchase the underlying securities at the agreed upon
repurchase price at a time when the value of the underlying securities has
declined, thus causing a loss upon their disposition.

      Securities Lending. The Funds may lend their portfolio securities to
banks, brokers, dealers and other financial institutions who may need to borrow
securities in order to complete certain transactions, such as covering short
sales, avoiding failures to deliver securities or completing arbitrage
transactions. Securities lending involves the following risks:

            o     illiquidity

            o     credit

      Short Sales. Each Fund may engage in short sales (the sale of a security
that it does not own). A Fund will only engage in short sales when they own an
equal amount of such securities or securities convertible into or exchangeable,
without payment of further consideration, for securities of the same issue as,
and equal in amount to, the securities sold short ("short sales against the
box"), and only if not more than 5% of the net assets is held as collateral for
such sales at any one time.

      Options on U.S. Government Securities. Each Fund may write covered call
options (rights to purchase a security from a Fund) and put options (rights to
sell a security to a Fund) with respect to its U.S. government securities to
hedge against price fluctuations and to increase current income. Each Fund may
also purchase put options (right to sell a security to a third party) or call
options (right to purchase a security from a third party) on U.S. government
securities to protect its portfolio against price fluctuations. These options
involve the following risks:

            o     volatility

            o     imperfect correlation between the prices of the option and the
                  underlying security credit

            o     illiquidity

            o     reduced ability to profit from price and interest rate
                  fluctuations on the securities being hedged


                                      -22-
<PAGE>

      Interest Rate Futures and Related Options. Each Fund may enter into
interest rate futures contracts and options that are traded on U.S. futures
exchanges or other trading facilities. Each Fund intends to use these techniques
only for bona fide hedging purposes, i.e., for the purpose of protecting its
portfolio against yield and price fluctuations. The Funds are not required to
hedge their investments. Interest rate futures and related options may not be
available or may be too costly, and, as a result, the Funds may not be able to
use them when they decide to do so. When used, interest rate futures contracts
and related options involve the following risks:

            o     volatility

            o     imperfect correlation between prices

            o     reduced ability to profit from price and interest rate
                  fluctuations on the securities being hedged

      Restricted and Illiquid Securities. Each Fund may invest up to 10% of its
total assets in securities that are not readily marketable. These include
securities which are not registered under the Securities Act and not publicly
traded. They are usually considered less liquid than publicly-traded securities
and the Funds may have to accept a lower price upon a decision to sell such a
security or may not be able to sell the security at all. Companies whose
securities are not publicly traded may not be subject to the same investor
protection requirements as publicly traded securities.

      Foreign Currency Exchange Transactions. Each Fund may (but is not required
to) engage in foreign currency exchange transactions to hedge against
fluctuations in future exchange rates. Foreign currency hedging involves the
following risks:

            o     imperfect correlation between prices

            o     credit risk

            o     volatility in currency prices

            o     illiquidity

            o     reduced ability to profit from price and interest rate
                  fluctuations on the securities being hedged

      Each Fund will have a limited ability to hedge its portfolio denominated
in currencies of emerging markets against potential devaluations because of the
lack of suitable instruments and, even if such instruments are available, may
elect not to hedge its currency exposure.

      Defensive Strategies. There may be times when, in CSAM's judgment,
conditions in the securities markets would make pursuing a Fund's basic
investment strategy inconsistent with the best interests of its shareholders. At
such times, CSAM may employ alternative strategies to reduce fluctuations in the
value of the portfolio. In implementing these defensive strategies a Fund may
temporarily shift its portfolio emphasis to higher rated securities, hedge
currency risks, reduce or suspend its option writing activities or generally
reduce the average maturity of its holdings. Under unusual market conditions a
Fund could invest for temporary defensive purposes up to 100% of its total
assets in cash or money market instruments. Such money market instruments
include short-term obligations issued or guaranteed by the U.S. Government or
its agencies or instrumentalities, domestic, foreign and non-U.S. dollar
denominated commercial paper, domestic and foreign certificates of deposit,
domestic and foreign bankers' acceptances and other bank obligations. A Fund may
also hold a portion of its assets in cash or


                                      -23-
<PAGE>

money market instruments for liquidity purposes. It is impossible to predict
when, or for how long, such alternative strategies will be utilized. To the
extent that a Fund employs these temporary defensive strategies, it may not
achieve its investment objective.

      Portfolio Turnover and Short-Term Trading. CSAM will buy and sell
securities for a Fund to accomplish its investment objective. The investment
policies of a Fund may lead to frequent changes in investments, particularly in
periods of rapidly fluctuating interest or currency exchange rates. Investments
may also be traded to take advantage of perceived short-term disparities in
market values or yields among securities of comparable quality and maturity.
From time to time, consistent with its investment objective, a Fund may also
trade securities for the purpose of seeking short-term profits to take advantage
of short-term opportunities during periods of fluctuating markets. Securities
may be sold in anticipation of a market decline or bought in anticipation of a
market rise.

      United States Federal Income Taxes

      The following information is meant to be a summary of certain federal
income tax considerations relevant to an investment in either Fund or, if the
Reorganization is consummated, in the Surviving Fund. Please see the SAI for
additional information. You should rely on your own tax advisor for advice about
the particular federal, state and local tax consequences to you of investing in
the Funds.

      Although each Fund intends to operate so that it will not have to pay
federal income or excise tax, if it does have to pay tax, this would adversely
affect investment performance.

      Each Fund will distribute substantially all of its income and gains to
shareholders every year, and you will be taxed on distributions you receive,
regardless of whether they are paid in cash or are reinvested in shares. If a
Fund declares a dividend in October, November or December but pays it in
January, you may be taxed on the dividend as if you received it in the previous
year.

      Each Fund will send to its shareholders a tax report each year. The report
will tell you which dividends and redemptions must be treated as taxable
ordinary income and which, if any, are long-term capital gain. If the Fund
designates a dividend as a capital gain distribution, you will pay tax on that
dividend at the long-term capital gains tax rate, no matter how long you have
held your shares.

      If you hold your shares in a tax-deferred retirement account, such as an
IRA, you generally will not have to pay tax on dividends until they are
distributed from the account. These accounts are subject to complex tax rules,
and you should consult your tax advisor about investment through a tax-deferred
account.

      You will generally have a capital gain or loss if you sell your shares.
The amount of the gain or loss and the rate of tax will depend primarily upon
how much you paid for the shares, how much you sell them for, and how long you
held them.

      Each Fund may be required to withhold U.S. federal income tax at the rate
of 31% of all taxable distributions payable to you if you fail to provide your
correct taxpayer identification number or to make required certifications, or if
you have been notified by the IRS that you are subject to backup withholding.
Backup withholding is not an additional tax. Any amounts withheld may be
credited against your U.S federal income tax liability.

      Foreign Shareholders. If you are a nonresident alien individual, a foreign
trust or estate, a foreign corporation or a foreign partnership under U.S. tax
laws, you will be subject to U.S. withholding tax at the rate of 30% (or
applicable lower treaty rate) except where such distributions are effectively
connected with a trade or business carried on by you in the United States.


                                      -24-
<PAGE>

      Under certain circumstances more fully described in the SAI, distributions
of net long-term capital gains to you and gains from sales of shares by you may
not be subject to U.S. income or withholding taxes.

      If the income from a Fund is effectively connected with a trade or
business carried on by you, distributions of net investment income and net
long-term capital gains, and any gains realized upon the sale or redemption of
shares, will be subject to U.S. income tax at the graduated rates applicable to
U.S. citizens or domestic corporations.

      If you are entitled to claim the benefits of an applicable tax treaty, the
tax consequences to you may be different from those described herein. You are
advised to consult your own tax advisor with respect to the particular tax
consequences to you of an investment in a Fund.

      Other Taxation. Income received by a Fund from sources within foreign
countries may be subject to withholding and other taxes imposed by such
countries. Tax conventions between certain countries and the United States may
reduce or eliminate such taxes. It is impossible to determine the effective rate
of foreign tax in advance since the amount of assets to be invested in various
countries is not known.

      Distributions also may be subject to additional state, local and foreign
taxes depending on your particular situation. You are advised to consult your
own tax advisor with respect to the particular tax consequences to you of an
investment in a Fund and of the possible impact of proposed changes in
applicable tax laws. For a discussion of the tax consequences of the
Reorganization on your investment in each Fund, please see "Information about
the Reorganization--Tax Considerations."


                                      -25-
<PAGE>

      Information About the Reorganization

      General. Under the Plan, CIK will acquire all the assets of CGF in
exchange for CIK shares and the assumption by CIK of all the liabilities of CGF
on the Effective Date. As a result of the Reorganization and on the Effective
Date, each CGF shareholder would receive that number of CIK shares (plus cash in
lieu of fractional shares), having an aggregate net asset value equal to the
aggregate net asset value of such shareholder's CGF shares as of the close of
business on the Business Day preceding the Effective Date. The Surviving Fund
will not issue any fractional shares to CGF shareholders. In lieu thereof, the
Surviving Fund will purchase all fractional shares at the current net asset
value of the shares and remit the cash proceeds to former shareholders of CGF in
proportion to their fractional shares. No sales charge or fee of any kind will
be charged to CGF shareholders in connection with their receipt of common stock
of the Surviving Fund in the Reorganization.

      CGF would then:

            o     remove its shares of common stock from listing on the NYSE,

            o     withdraw from registration under the Securities Exchange Act
                  of 1934, as amended,

            o     deregister as an investment company under the Investment
                  Company Act, and

            o     dissolve under Maryland law.

      If approved, the Reorganization is expected to occur promptly after the
meetings. Under Maryland law, shareholders of a corporation whose shares are
traded publicly on a national securities exchange, such as the Funds' shares,
are not entitled to demand the fair value of their shares upon a Reorganization;
therefore, the shareholders of the Funds will be bound by the terms of the
Reorganization. However, any shareholder of either Fund may sell his or her
shares of common stock at any time prior to the Reorganization on the NYSE.

      The Plan may be terminated and the Reorganization abandoned, whether
before or after approval by the Funds' shareholders, at any time prior to the
Effective Date:

            o     by the mutual written consent of the Board of Directors of
                  each Fund, or

            o     by either Fund if the conditions to that Fund's obligations
                  under the Plan have not been satisfied or waived.

      If the Reorganization has not been consummated by September 30, 2001, the
Plan automatically terminates on that date, unless a later date is mutually
agreed upon by the Board of Directors of each Fund.

      Reasons for the Reorganization. The Board of Directors of each Fund
informally considered a combination of CIK and CGF over the last several years.
The Boards finally considered the combination at joint meetings of each Board
held on February 5, 2001, February 9, 2001 and February 14, 2001 and unanimously
approved the Reorganization at joint meetings of each Board held on February 21,
2001. The Board of Directors of both Funds have common members and all of the
Directors of each Fund were present at each of these meetings. For the reasons
discussed below, the Board of Directors of each Fund, including the Independent
Directors of each Fund, after consideration of the potential benefits of the
Reorganization to the shareholders of that Fund and the expenses expected to be
incurred by that Fund in connection with the Reorganization, unanimously
determined that:


                                      -26-
<PAGE>

            o     the interests of the existing shareholders of that Fund will
                  not be diluted as a result of the proposed Reorganization, and

            o     the proposed Reorganization is in the best interests of that
                  Fund.

      IN THE JUDGMENT OF THE BOARD OF DIRECTORS OF EACH FUND, THE REORGANIZATION
SERVES THE BEST INTERESTS OF EACH FUND AND ITS SHAREHOLDERS.

      The approval and recommendation by each Board of Directors that
shareholders vote for the Reorganization springs from a number of issues which
the Fund's investment advisor and the Directors have been considering over a
period of time. Each Board of Directors has consistently held the view that an
increase in the Fund's asset size could potentially benefit the Funds'
shareholders in several ways: the expense ratio could be reduced, the Fund's
investment flexibility and opportunities could be enhanced and analyst coverage
of the Fund perhaps would be expanded or initiated, a factor that the investment
advisor has identified as one that may positively affect the discount/premium at
which a closed-end fund trades.

      In deciding to approve the course of action described below, the
Independent Directors considered many factors, including but not limited to
market information, analyses and advice provided to them by CSAM. In addition,
in considering the merits of the proposed Reorganization, the Boards also
considered the larger asset size of the combined Fund relative to each
constituent Fund standing alone, the newly revised fee structure and the
potential for economies of scale that is likely to result from the larger asset
size of the combined Fund. Based on data presented by CSAM, the Board of
Directors of each Fund believes that a combination of the Funds is likely to
result in a total operating expense ratio that will be lower than the current
total operating expense ratio of either Fund.

      The Boards also considered CSAM's representation to them that a larger
asset base would provide benefits in portfolio management. After the
Reorganization, the Surviving Fund may be better able to diversify portfolio
holdings and thereby mitigate risks, while participating in more investment
opportunities. In addition, a larger asset size could result in a more liquid
trading market for shares of the Surviving Fund than either Fund currently
enjoys separately. Further, the Reorganization itself may focus the attention of
a wider circle of securities analysts on the Surviving Fund and may eliminate
confusion in the marketplace that results from two funds with a similar
objective, similar policies and similar names managed by the same adviser.

      There can be no guarantee that any of these potential beneficial results
will be realized.

      The Board of Directors of each Fund, in declaring advisable and
recommending the proposed Reorganization, also considered the following:

            2.    the capabilities and resources of CSAM and its affiliates in
                  the areas of investment management and shareholder servicing;

            3.    expense ratios and information regarding fees and expenses of
                  the Funds, both currently and on a pro forma basis, including
                  the new fee arrangement pursuant to which the fees charged by
                  CSAM to the Surviving Fund will be based upon the lower of the
                  average weekly stock price (market value) of the Surviving
                  Fund's outstanding shares or its average weekly net assets;

            4.    the terms and conditions of the Reorganization and whether it
                  would result in dilution of the interests of either Fund and
                  its existing shareholders;


                                      -27-
<PAGE>

            5.    the compatibility of the Fund's portfolio securities,
                  investment objectives, policies and restrictions;

            6.    the tax consequences to each Fund and its shareholders in
                  connection with the Reorganization; and

            7.    the anticipated expenses of the Reorganization.

      In reviewing issues relating to the structure of the Reorganization and
the selection of the surviving corporation in the Reorganization, each Board
also considered information provided to them by CSAM concerning:

            o     the comparative performance records of the two Funds,

            o     public and market perception of the two Funds,

            o     the relative size of the two Funds, and

            o     the investment policies, strategies and personnel CSAM intends
                  to utilize in managing the combined fund.

      Each Fund's Board of Directors and CSAM believe that the reorganization is
in step with each Fund's objective and consistent with the repositioning of its
portfolio. For example, by acquiring the assets of CGF, CIK is expected to be
able to better pursue its objective of seeking current income because some of
those assets represent higher yielding emerging markets debt. In addition, a
portion of CGF's portfolio is comprised of domestic high yield debt that,
although still below investment grade, is rated higher than the domestic high
yield debt held by CIK. Moreover, studies have shown that adding an
international component to a domestic portfolio can help to stabilize it because
domestic and international markets will sometimes move in opposite directions.

      The Boards also considered information provided to them by CSAM which
indicated that the yield on the repositioned CGF portfolio was less than the
yield on the repositioned CIK portfolio. This information showed that the
Reorganization would cause the current yield on the Surviving Fund to be less
than the current yield on CIK, at least in the short term. However, the Board
considered that the average credit quality of the instruments comprising CGF,
although below investment grade, was higher than that of CIK, and that the
Surviving Fund's overall total return (which includes both income and capital
appreciation or stability) should benefit from such higher average credit
quality. The Board was also advised that the relative yields are partly a
function of market conditions at the time the various instruments were purchased
and that, as compared with receiving a cash infusion which would have to be
invested at current rates, the CGF's current yield compared favorably. The Board
also considered average portfolio turnover rates and maturity information and
concluded that the other benefits of the Reorganization, as described throughout
this Proxy/Prospectus, outweigh the short-term reduction in yield.

      Based on the factors discussed above, the Board of Directors of each Fund
concluded that the expenses of the Reorganization are outweighed by the benefits
that are anticipated to be derived from the Reorganization.

      Terms of the Plan. In addition to the terms of the Plan described earlier
in this Proxy/Prospectus, the following is a summary of certain terms of the
Plan.


                                      -28-
<PAGE>

      Generally, the Plan sets forth various representations and warranties of
the parties and describes the mechanics of the transaction and includes a number
of other conditions to the completion of the Reorganization, such as the
requirement that good standing certificates be obtained by each party and that
no stop-orders or similar regulatory barriers have been issued by the SEC.

      For purposes of valuing assets in connection with the Reorganization, the
assets of CGF will be valued pursuant to the principles and procedures
consistently utilized by CIK, which principles and procedures are also utilized
by CGF in valuing its own assets and determining its own liabilities. As a
result, it is not expected that CIK's valuation procedures as applied to CGF's
portfolio securities will result in any difference from the valuation that would
have resulted from the application of CGF's valuation procedures to such
securities. The net asset value per share of common stock of the Surviving Fund
will be determined in accordance with these principles and procedures, and the
Surviving Fund will certify the computations involved. The net asset value per
share of each Fund will not be adjusted to take into account differences in
unrealized gains and losses.

      The Surviving Fund will issue separate certificates or share deposit
receipts for common stock of the Surviving Fund to shareholders of CGF. The
Surviving Fund will deliver these certificates or share deposit receipts
representing shares of common stock of the Surviving Fund to Fleet National Bank
c/o EquiServe, L.P., as the transfer agent and registrar for common stock of the
Surviving Fund. The Surviving Fund will not permit any CGF shareholder to
receive new certificates representing shares of common stock of the Surviving
Fund until the shareholder has surrendered his or her outstanding certificates
representing shares of the common stock of CGF or, in the event of lost
certificates, posted adequate bond. CGF will request its shareholders to
surrender their outstanding certificates representing shares of the common stock
of CGF or post adequate bond therefor. Dividends payable to holders of record of
shares of the Surviving Fund as of any date after the Effective Date and prior
to the exchange of certificates by any shareholder of CGF will be paid to such
shareholder, without interest; however, such dividends will not be paid unless
and until such shareholder surrenders his or her stock certificates of CGF for
exchange.

      PLEASE DO NOT SEND IN ANY STOCK CERTIFICATES AT THIS TIME. UPON
CONSUMMATION OF THE REORGANIZATION, SHAREHOLDERS OF CGF WILL BE FURNISHED WITH
INSTRUCTIONS FOR EXCHANGING THEIR STOCK CERTIFICATES FOR STOCK CERTIFICATES OF
THE SURVIVING FUND.

      The net asset value of the shares of the Surviving Fund received by CGF
shareholders plus the cash amounts received upon the purchase of fractional
share interests by the Surviving Fund will equal the net asset value of the CGF
shares exchanged.

      The Plan may be terminated at any time prior to the Effective Date by
mutual agreement of each Fund's Board of Directors or by either Fund if any of
the obligations of the other Fund have not been fulfilled or waived or if the
other Fund has made a material and intentional misrepresentation. The Plan will
automatically terminate after September 30, 2001 if the Reorganization has not
been consummated, unless such time is extended by mutual agreement of the Board
of Directors of each Fund.

      The Plan may be amended, modified or supplemented by mutual agreement of
CIK and CGF. However, no amendments which would have the effect of changing the
provisions for determining the number of shares issued to CGF shareholders will
be permitted following the special meeting unless those shareholders consent to
the amendment.

      Expenses of the Reorganization. In evaluating the proposed Reorganization,
CSAM has estimated the amount of expenses the Funds would incur, including NYSE
listing fees, SEC registration fees, legal and accounting fees and proxy and
distribution costs. The estimated total expenses pertaining


                                      -29-
<PAGE>

to the Reorganization are $600,000. For more information about the expenses of
the Reorganization, See "Synopsis--Expenses of the Reorganization."

      The expenses of the Reorganization are expected to result in a reduction
in CGF's net asset value per share of approximately $.02504, and a reduction in
CIK's net asset value per share of approximately $.00864.

      Tax Considerations. The Plan and Reorganization are conditioned upon the
receipt by the Funds of an opinion from Willkie Farr & Gallagher, counsel to the
Funds, substantially to the effect that, based upon the facts, assumptions and
representations of the parties, for federal income tax purposes:

            o     the Reorganization will constitute a tax-free "reorganization"
                  within the meaning of Section 368(a)(1) of the Code, and each
                  Fund will be "a party to a reorganization" within the meaning
                  of Section 368(b) of the Code,

            o     no gain or loss will be recognized by either Fund as a result
                  of the Reorganization,

            o     the basis of the assets of CGF in the hands of the Surviving
                  Fund will be the same as the basis of such assets to CGF
                  immediately prior to the Reorganization,

            o     the holding period of the assets of CGF in the hands of the
                  Surviving Fund will include the period during which such
                  assets were held by CGF,

            o     no gain or loss will be recognized by the shareholders of CGF
                  upon the conversion of their CGF shares into common stock of
                  the Surviving Fund except with respect to cash received upon
                  the purchase of fractional share interests by the Surviving
                  Fund,

            o     the basis of shares of the Surviving Fund received by each
                  shareholder of CGF (including any fractional share interests
                  purchased by the Surviving Fund) will be the same as the basis
                  of the shares of CGF exchanged therefor,

            o     the holding period of shares of the Surviving Fund received by
                  each shareholder of CGF (including any fractional share
                  interests purchased by the Surviving Fund) will include the
                  holding period during which the shares of CGF exchanged
                  therefor were held, provided that at the time of the exchange
                  the shares of CGF were held as capital assets in the hands of
                  such shareholder of CGF, and

            o     cash received for fractional share interests purchased by the
                  Surviving Fund will generate gain or loss to shareholders
                  receiving such cash.

      While CGF is not aware of any adverse state or local tax consequences of
the proposed Reorganization, it has not requested any ruling or opinion with
respect to such consequences and shareholders may wish to consult their own tax
advisors with respect to such matters.


                                      -30-
<PAGE>

      Additional Information About the Funds

      Description of Securities to Be Issued. The authorized stock of CIK
consists of 100,000,000 shares of common stock, U.S.$0.001 par value. Shares of
CIK entitle its holders to one vote per share. Holders of CIK's common stock are
entitled to share equally in dividends authorized by the Fund's Board of
Directors payable to the holders of such common stock and in the net assets of
CIK available for distribution to holders of such common stock. Shares have
noncumulative voting rights and no conversion, preemptive or other subscription
rights, and are not redeemable. The outstanding shares of common stock of CIK
are fully paid and non-assessable. In the event of liquidation, each share of
common stock is entitled to its proportion of the Fund's assets after payment of
debts and expenses. CIK holds shareholder meetings annually as required by the
rules of the NYSE.

      The following table shows information about the common stock of each Fund
as of _____, 2001.

<TABLE>
<CAPTION>
                                                                                        (4)
                                                              (3)                  Amount Issued
                   (1)                   (2)          Amount held by Fund   and Outstanding Exclusive of
             Title of Class       Amount Authorized   for its Own Account      Amount Shown Under (3)
             --------------       -----------------   -------------------   ----------------------------
<C>         <S>                      <C>                     <C>                    <C>
CGF         Common Stock             100,000,000             None                   11,976,699
            $0.001 par value

CIK         Common Stock,            100,000,000             None                   34,708,369
            $0.001 par value
</TABLE>

      The shares of common stock of CGF and CIK are listed and trade on the NYSE
under the symbols "CGF" and "CIK", respectively. As of _______, 2001, the net
asset value per share of CGF common stock was $___, and the market price per
share was $___. As of that same date, the net asset value per share of CIK
common stock was $___, and the market price per share was $___.

      Discount to Net Asset Value. Shares of closed-end investment companies,
such as the Funds, have frequently traded at a discount from net asset value.
This characteristic is a risk separate and distinct from the risk that the
Funds' net asset values may decrease, and this risk may be greater for
shareholders expecting to sell their shares in a relatively short period. THE
SHARES OF COMMON STOCK OF THE FUNDS SHOULD THUS BE VIEWED AS BEING DESIGNED
PRIMARILY FOR LONG-TERM INVESTORS AND SHOULD NOT BE CONSIDERED A VEHICLE FOR
TRADING PURPOSES.

      During the period since the inception of the Funds, the common stock of
both Funds has generally traded at a discount to net asset value, although CIK
has frequently traded at a premium to net asset value. It is not possible to
state whether shares of the Surviving Fund will trade at a premium or discount
to net asset value following the Reorganization, or the extent of any such
premium or discount. The Directors of both Funds have regularly considered, and
the Directors of the Surviving Fund will continue to consider, the respective
Fund's market price discount and the effect of the discount on the Surviving
Fund and its shareholders.


                                      -31-
<PAGE>

                Per Share Data for Credit Suisse Asset Management
                       Strategic Global Income Fund, Inc.
                         Common Stock Traded on the NYSE

<TABLE>
<CAPTION>
                                                                               Premium/(Discount)
                            Market Price             Net Asset Value              as % of NAV
                        --------------------      --------------------        --------------------
Period                    High         Low          High         Low            High           Low
- ------                  -------      -------      -------      -------        -----          -----
<S>                     <C>          <C>          <C>          <C>            <C>            <C>
1998
First Quarter ........  $10.625      $10.062      $11.030      $10.640        (3.31)%        (6.50)%
Second Quarter .......   10.875        9.806       10.990       10.740        (4.94)         (7.02)
Third Quarter ........   10.125        7.875       10.720        9.240        (4.84)        (12.81)
Fourth Quarter .......    8.875        7.806        9.420        9.080        (4.26)        (11.89)

1999
First Quarter ........    8.682        8.000        9.240        9.050        (5.67)        (11.20)
Second Quarter .......    8.875        8.375        9.530        9.190        (5.41)        (11.46)
Third Quarter ........    9.186        7.186        9.320        8.910          .22         (17.23)
Fourth Quarter .......    7.310        6.500        8.940        8.170       (15.05)        (25.20)

2000
First Quarter ........    7.375        6.558        8.430        8.290       (10.71)        (18.67)
Second Quarter .......    7.310        6.806        8.160        7.830        (8.25)        (14.70)
Third Quarter ........    7.434        7.125        7.970        7.700        (4.89)         (9.25)
Fourth Quarter .......    7.310        6.434        7.700        6.950        (3.57)        (13.45)

2001
First Quarter
(through __/__/01) .....
</TABLE>


                                      -32-
<PAGE>

       Per Share Data for Credit Suisse Asset Management Income Fund, Inc.
                         Common Stock Traded on the NYSE

<TABLE>
<CAPTION>
                                                                               Premium/(Discount)
                            Market Price             Net Asset Value              as % of NAV
                        --------------------      --------------------        --------------------
Period                    High         Low          High         Low            High           Low
- ------                  -------      -------      -------      -------        -----          -----
<S>                     <C>          <C>          <C>          <C>            <C>            <C>
1998
First Quarter ........  $8.875       $8.062       $8.530       $8.380           4.04%         (2.32)%
Second Quarter .......   8.500        8.125        8.500        8.420          (0.03)         (3.68)
Third Quarter ........   8.625        6.875        8.430        7.840           1.29          (5.74)
Fourth Quarter .......   8.000        7.062        7.860        7.630           2.95          (5.35)

1999
First Quarter ........   7.875        7.250        7.800        7.610           0.16          (4.22)
Second Quarter .......   7.682        7.250        7.800        7.510           0.30          (3.85)
Third Quarter ........   7.875        6.186        7.630        7.300           4.17         (12.67)
Fourth Quarter .......   6.625        5.558        7.340        7.180          (8.87)        (20.27)

2000
First Quarter ........   6.625        5.750        7.280        7.040         (11.95)        (20.58)
Second Quarter .......   6.558        5.750        6.960        6.660          (3.27)        (16.49)
Third Quarter ........   7.000        6.250        6.660        6.350           8.53          (6.16)
Fourth Quarter .......   6.625        5.375        6.350        5.610           5.38          (4.36)

2001
First Quarter
(through __/__/01) ...
</TABLE>

      Capitalization. The following table shows on an unaudited basis the
capitalization of CGF and CIK as of December 31, 2000 and on a pro forma basis
as of that same date giving effect to the Reorganization(1):

<TABLE>
<CAPTION>
                                                                                 Pro Forma
                                        CGF            CIK       Adjustments     Combined
                                    -----------   ------------   -----------   ------------
<S>                                 <C>           <C>            <C>           <C>
Net assets ..................       $85,331,563   $197,817,004                 $283,148,567
Net asset value per share (2)       $      7.12   $       5.70                         5.70
Shares outstanding (3) ......        11,976,699     34,708,369   14,970,450      49,678,819
</TABLE>

- ----------
(1)   Assumes the Reorganization had been consummated on December 31, 2000, and
      is for information purposes only. No assurance can be given as to how many
      shares of CIK common stock shareholders of CGF will receive on the date
      the Reorganization takes place, and the foregoing should not be relied
      upon to reflect the number of shares of CIK common stock that actually
      will be received on or after such date.

(2)   Does not reflect estimated reorganization related expenses of $600,000,
      which will be allocated equally between CGF and CIK.

(3)   Assumes the issuance of 14,970,450 shares in exchange for the net assets
      of CGF. The number of shares issued was based on the net asset value of
      each Fund, on December 31, 2000.

      Dividends and Other Distributions. Each Fund pays dividends of
substantially all its net investment income monthly and makes distributions at
least annually of any net short-term capital gains and net long-term realized
capital gains (the excess of net long-term capital gains over net short-term
capital losses, including capital loss carryforwards). Dividends and
distributions are recorded on the ex-dividend date.

      Income distributions and capital gain distributions are determined in
accordance with U.S. Federal income tax regulations which may differ from
generally accepted accounting principles. These differences are principally due
to the timing of the recognition of defaulted bond interest and to differing
book and tax treatment for foreign currency transactions.


                                      -33-
<PAGE>

      Permanent book and tax differences relating to shareholder distributions
may result in reclassifications to undistributed net investment income (loss),
undistributed realized gain (loss) and paid in capital.

      If the Reorganization is approved by each Fund's shareholders, then as
soon as practicable before the Effective Date, each Fund will pay its
shareholders a cash distribution of all undistributed 2001 net investment
income. It is expected that any undistributed realized net capital gains will be
offset through the utilization of capital loss carryforwards prior to the
Effective Date.

      Unrealized Capital Gains/Losses. As of December 31, 2000, CGF had
approximately $16.9 million of unrealized capital losses, representing
approximately 20% of its net assets. As of that same date, CIK had approximately
$75.8 million of unrealized capital losses, representing approximately 38% of
its net assets. As of December 31, 2000, CGF had approximately $6.9 million of
capital loss carryforwards, while CIK had approximately $10.8 million of capital
loss carryforwards.

      CGF will pay its shareholders a cash distribution of substantially all
undistributed 2001 net investment income prior to the Effective Date. It is
expected that any undistributed realized net capital gains will be offset
through the utilization of capital loss carryforwards prior to the Effective
Date.

      Portfolio Valuation. Investments of each Fund are stated at value in each
Fund's financial statements. Market values for fixed-income securities are
valued at the latest quoted bid price in the over-the-counter market. However,
fixed-income securities may be valued on the basis of prices provided by a
pricing service which are based primarily on institutional size trading in
similar groups of securities. Other securities listed on an exchange are valued
at the latest quoted sales prices on the day of valuation or, if there were no
sale on such day, the last bid price quoted on such day. Quotations of foreign
currency prices denominated in a foreign currency are converted to U.S. dollars
at the current exchange rate on the valuation date. Securities purchased with
remaining maturities of 60 days or less are valued at amortized cost, if it
approximates market value. Securities for which market quotations are not
readily available (including restricted investments which are subject to
limitations as to their sale) are valued at fair value as determined in good
faith by the board of directors. In determining net asset value, consideration
is given to cost, operating and other financial data.

      For purposes of valuing assets in connection with the Reorganization, the
assets of CGF will be valued pursuant to the principles and procedures
consistently utilized by CIK, which principles and procedures are also utilized
by CGF in valuing its own assets and determining its own liabilities. As a
result, it is not expected that CIK's valuation procedures as applied to CGF's
portfolio securities will result in any difference from the valuation that would
have resulted from the application of CGF's valuation procedures to such
securities.

      Portfolio Transactions. CSAM will select the brokers or dealers that will
execute the purchases and sales of portfolio securities for the Funds. In
connection with the selection of brokers and dealers, the primary objective is
to seek to obtain the execution of each investment transaction at a price and
commission which provides the most favorable total cost or proceeds reasonably
obtainable under the circumstances. For a more detailed discussion of the Funds'
brokerage allocation practices, see the SAI under "Portfolio Transactions."

      Dividend Reinvestment and Cash Purchase Plan. Each Fund operates a
Dividend Reinvestment and Cash Purchase Plan, the InvestLink Program, or the
"Program", sponsored and administered by Fleet National Bank, c/o EquiServe,
L.P., pursuant to which Fund dividends and distributions, net of any applicable
U.S. withholding tax, are reinvested in shares of the Fund. Fleet National Bank
c/o EquiServe, L.P., serves as the Program Administrator for the shareholders in
administering the Program.


                                      -34-
<PAGE>

      An interested shareholder may join the Program at any time by submitting a
completed Authorization Form to the Program Administrator. Such a form can be
obtained by contacting the Administrator at 1-800-730-6001. If a participant
selects the dividend reinvestment option, automatic investment of dividends
generally will begin with the next dividend payable after the Program
Administrator receives his enrollment form. Once in the Program, a person will
remain a participant until he terminates his participation or sells all shares
held in his Program account, or his account is terminated by the Program
Administrator. A participant may change his investment options at any time by
requesting a new enrollment form and returning it to the Program Administrator.

      A shareholder whose shares are held by a broker or nominee that does not
provide a dividend reinvestment program may be required to have his shares
registered in his own name to participate in the Program. The receipt of
dividends and distributions in stock under the Program will not relieve
participants of any income tax (including withholding tax) that may be payable
on such dividends or distributions.

      If the Board of Directors of a Fund declares an income dividend or a
capital gains distribution payable either in that Fund's common stock or in
cash, as shareholders may have elected, nonparticipants in the Program will
receive cash and participants in the Program who have opted for the dividend
reinvestment option will receive shares of common stock of the Fund purchased on
the open market by the Program Administrator. The number of shares of common
stock to be purchased for a participant depends on the amount of his dividends,
cash payments or bank account or payroll deductions, less applicable fees and
commissions, and the purchase price of the shares. Such purchases will be made
by participating brokers as agent for the participants using normal cash
settlement practices. All shares of common stock purchased through the Program
will be allocated to participants as of the settlement date, which is usually
three Business Days from the purchase date.

      Participants in the Program also have the option of making additional cash
payments, or bank account deductions, to the Program Administrator for the
purchase of shares of common stock of the Fund, in any amount from $100 up to
$100,000 annually.

      A participant will be assessed certain charges in connection with his
participation in the Program. First-time investors will be subject to an initial
service charge which will be deducted from their initial cash deposit. All
optional cash deposit investments will be subject to a service charge. Sales
processed through the Program will have a service fee deducted from the net
proceeds, after brokerage commissions. In addition to these transaction charges,
participants will be assessed per share processing fees which include brokerage
commissions. Participants will not be charged any fee for reinvesting dividends.

      All correspondence concerning the Program should be directed to the
Program Administrator at Fleet National Bank c/o EquiServe, L.P., InvestLink
Program, P.O. Box 8040, Boston, MA 02266-8040. For a more complete description
of the Plan, see "Dividend Reinvestment and Cash Purchase Plan" in the SAI.

      Corporate Governance Provisions. Both Funds are Maryland corporations and
have similar charter and by-law provisions.

      Special Voting Provisions and Requirements. Certain provisions of the
Funds' By-laws could have the effect of limiting the ability of other entities
or persons to acquire control of the Fund, to cause it to engage in certain
transactions or to modify its structure. Each Fund's By-laws contain provisions
the effect of which is to prevent matters, including nominations of directors,
from being considered at shareholders' meetings where the Fund has not received
sufficient prior notice of the matters. Each Fund's By-laws provide, among other
things, that:


                                      -35-
<PAGE>

            o     a majority of the outstanding capital stock of such Fund is
                  required to request a special meeting of shareholders;

            o     matters to be discussed and acted upon at special meetings of
                  the shareholders must be specified in the call for the
                  meeting;

            o     certain advance notice requirements must be met in order for
                  shareholders to submit proposals at meetings of the
                  shareholders and for nominations by shareholders for election
                  to the Board of Directors; and

            o     the power to amend the Bylaws is reserved to the Board of
                  Directors, except as otherwise required by the Investment
                  Company Act.

      These provisions could have the effect of depriving shareholders of an
opportunity to sell their shares at a premium over prevailing market prices by
discouraging a third party from seeking to obtain control of either Fund in a
tender offer or similar transaction. In the opinion of each Fund's Board of
Directors, however, these provisions offer several possible advantages,
including:

            o     they may require persons seeking control of either Fund to
                  negotiate with its management regarding the price to be paid
                  for the shares required to obtain such control,

            o     they promote continuity and stability, and

            o     they enhance each Fund's ability to pursue long-term
                  strategies that are consistent with its investment objectives.

      The full text of CIK's and CGF's Articles of Incorporation and Bylaws are
on file with the SEC. The CIK charter and Bylaws, as may be amended from time to
time, will govern the Surviving Fund after the Reorganization.

      Interest of Certain Persons. CSAM may be deemed to have an interest in the
Plan and the Reorganization because it provides separate advisory services to
CGF and CIK. CSAM receives compensation from CGF and CIK for services it
provides pursuant to separate advisory agreements. The terms and provisions of
these agreements and the new Investment Advisory Agreement to be entered into
between the Surviving Fund and CSAM upon the consummation of the reorganization
are described under "Proposal 2--Approval of New Investment Advisory Agreement
with CSAM" and in the SAI. Future growth of assets of the Surviving Fund, if
any, can be expected to increase the total amount of fees payable to CSAM.
However, assuming Proposal 2 is approved, CIK's investment advisory fee will be
based upon the lower of the average weekly stock price (market value) of its
outstanding shares or its average weekly net assets, and, as a result, whenever
CIK's shares trade at a discount, the investment advisory fee payable to CSAM by
CIK would be reduced. For example, CIK's average market value was $210,920,089
and its average weekly net assets was $251,048,249 during 2000. If the new fee
structure had been in place as of January 1, 2000, the investment advisory fee
payable to CSAM for that year would have been $1,067,328 (instead of $1,148,844
under the existing arrangement), or .43% of net assets. For more information
about the reduction in CSAM's aggregate advisory fees, see "Proposal 2--Approval
of New Investment Advisory Agreement with CSAM."


                                      -36-
<PAGE>

      Management of the Funds

      Directors and Principal Officers. The business and affairs of each Fund
are managed under the direction of that Fund's Board of Directors, and the day
to day operations are conducted through or under the direction of the officers
of that Fund. All the Directors and Officers of CIK are also Directors and
Officers of CGF.

      Directors and Executive Officers of CIK and CGF are as follows:

<TABLE>
<CAPTION>
                                            Shares Beneficially
           Name and Address              Owned on _______, 2001(2)     Position with the Fund
- -----------------------------------      ------------------------    -------------------------------
                                           CGF              CIK
<S>                                         <C>           <C>        <C>
James P. McCaughan (47)* ...............       0             0       Director and Chairman of the
Credit Suisse Asset Management                                                 Board
466 Lexington Avenue, 16th Floor
New York, New York 10017

William W. Priest (59)* ................      500           500                Director
Credit Suisse Asset Management
466 Lexington Avenue, 16th Floor
New York, New York 10017

Prof. Enrique R. Arzac (59)(1) .........                                       Director
Columbia University
Graduate School of Business
New York, New York 10027

Lawrence J. Fox (57)(1) ................    13,737        11,664               Director
110 PNB Building
Broad and Chestnut Streets
Philadelphia, Pennsylvania
19107

James S. Pasman, Jr. (70)(1) ...........     1,433         1,000               Director
29 The Trillium
Pittsburgh, Pennsylvania 15238

Richard J. Lindquist (40) ..............     1,333         1,000     President and Chief Investment
Credit Suisse Asset Management                                                  Officer
466 Lexington Avenue
New York, New York 10017

Michael A. Pignataro (41) ..............     1,000         1,000        Vice President and Chief
Credit Suisse Asset Management                                       Financial Officer and Secretary
466 Lexington Avenue
New York, New York 10017
</TABLE>


                                      -37-
<PAGE>

<TABLE>
<CAPTION>
                                            Shares Beneficially
           Name and Address              Owned on _______, 2001(2)     Position with the Fund
- -----------------------------------      ------------------------    -------------------------------
                                           CGF              CIK
<S>                                         <C>           <C>        <C>
Hal Liebes, Esq. (36) ..................       0            150          Senior Vice President
Credit Suisse Asset Management
466 Lexington Avenue
New York, New York 10017

Gregg Diliberto (45) ...................       0             0         Investment Officer of CGF
Credit Suisse Asset Management
466 Lexington Avenue
New York, New York 10017

Suzanne Moran (35) .....................       0             0            Investment Officer
Credit Suisse Asset Management
466 Lexington Avenue
New York, New York 10017
</TABLE>

- ----------
      (1)   Indicates Non-interested Director and member of audit committee.

      (2)   Each Director and Officer listed has sole voting and investment
            power with respect to the shares shown.

      *     Messrs. McCaughan and Priest are interested persons of CGF and CIK
            by virtue of their position as an officer of CSAM.

      Each Director and all the directors and executive officers, as a group, of
each of CGF and CIK, as of _____, 2001 owned less than 1% of the outstanding
shares of CGF and CIK, respectively.

      James P. McCaughan has been a Managing Director and the Chief Executive
Officer of CSAM since April 2000. Prior to joining CSAM, he was President and
Chief Operating Officer of Oppenheimer Capital from April 1998 to December 1999.
He was President and Chief Executive Officer of UBS Asset Management (New York)
from October 1996 to March 1998 and Functional Advisor, Institutional Asset
Management of Union Bank of Switzerland from September 1994 to October 1996. He
is a Director of five other CSAM-advised investment companies.

      William W. Priest, Jr., has been Chairman and Managing Director of CSAM
from May 2000 to February 2001. Mr. Priest was Chief Executive Officer and
Managing Director of CSAM from 1990 to 2000. He is a Director of fifty-three
other CSAM-advised investment companies.

      Dr. Enrique R. Arzac was a Professor of Finance and Economics at the
Graduate School of Business, Columbia University since 1971. Dr. Arzac is also a
Director of six other CSAM-advised investment companies, and he is a Director of
The Adams Express Company and Petroleum and Resources Corporation.

      Lawrence J. Fox has been a Managing Partner and Chairman of the
Professional Responsibility Committee of the law firm of Drinker Biddle & Reath
since January 1992. He has been a partner of Drinker Biddle & Reath since 1976.
Mr. Fox is also a Director of one other CSAM-advised investment company.


                                      -38-
<PAGE>

      James S. Pasman, Jr. was the President and Chief Operating Officer of
National InterGroup, Inc. from April 1989 to March 1991. Mr. Pasman is also a
Director of forty-seven other CSAM-advised investment companies and is a
director of ADT, Ltd. and a trustee of BT Insurance Funds Trust.

      Richard J. Lindquist has been a Managing Director of CSAM and a Vice
President of each Fund since April 1995.

      Michael A. Pignataro has been a Director of CSAM since January 2001. He
was a Vice President of CSAM from December 1995 to December 2000. He was an
Assistant Vice President and the Chief Administrative Officer for Investment
Companies of CSAM from September 1989 to December 1995. Mr. Pignataro is also an
executive officer of other CSAM-advised investment companies.

      Hal Liebes has been a Managing Director and General Counsel of CSAM since
December 1999. He was Director and General Counsel of CSAM from March 1997 to
December 1999. Mr. Liebes was Vice President and Counsel for Lehman Brothers,
Inc. from June 1996 to March 1997, Vice President and Legal Counsel for CSAM
from June 1995 to June 1996 and Chief Compliance Officer for CS First Boston
Investment Management from March 1994 to June 1995. He is also an executive
officer of other CSAM-advised investment companies.

      Gregg Diliberto has been a Managing Director of CSAM since May 1995. He
was a Senior Vice President of CSAM from January 1992 to May 1995.

      Suzanne Moran has been a Director of CSAM since January 2001. Prior to
that, she was a Vice President of CSAM from December 1996 to December 2000. She
was Assistant Vice President and Fixed Income Trader of CSAM from May 1995 to
December 1996 and Assistant Vice President and Portfolio Analyst at CS First
Boston from August 1991 to April 1995.

      Each Fund pays each of its directors who is not a director, officer or
employee of CSAM or any affiliate thereof an annual fee of $12,500 plus $1,000
for each meeting attended. In addition, each Fund reimburses those directors for
travel and out-of-pocket expenses incurred in connection with meetings. The
aggregate remuneration paid to directors by each Fund during the fiscal year
ended December 31, 2000 was $49,500.

      The Articles of Incorporation and By-laws of each Fund provide that the
Fund will indemnify directors and officers and may indemnify employees or agents
of the Fund against liabilities and expenses incurred in connection with
litigation in which they may be involved because of their positions with the
Fund to the fullest extent permitted by law. In addition, each Fund's Articles
of Incorporation provide that the Fund's directors and officers will not be
liable to shareholders for money damages, except in limited instances.

      Each of the Independent Directors of the Funds is also party to an
Indemnification Agreement with the Fund or Funds as to which he serves as a
director providing for contractual rights of indemnity and advancement of
expenses. However, nothing in the Articles of Incorporation, the By-laws or the
Indemnification Agreements of either Fund protects or indemnifies a director,
officer, employee or agent against any liability to which such person would
otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of such
person's office. Insurance obtained by either Fund shall not protect or purport
to protect officers or directors or the investment adviser of that Fund against
any liability to the Fund or its shareholders to which they would otherwise be
subject by reason of willful misfeasance, bad faith, gross negligence or
reckless disregard of their obligations and duties.


                                      -39-
<PAGE>

      Investment Manager. CSAM, located at 466 Lexington Avenue, 16th Floor, New
York, New York 10017-3174, provides investment advisory services to both CGF and
CIK under separate advisory agreements.

      CSAM is an indirect wholly-owned U.S. subsidiary of Credit Suisse Group.
Credit Suisse Group is a global financial services company providing a
comprehensive range of banking and insurance products. Active on every continent
and in all major financial centers, Credit Suisse Group comprises five business
units - Credit Suisse Asset Management (asset management), of which CSAM is a
member; Credit Suisse First Boston (investment banking); Credit Suisse Private
Banking (private banking); Credit Suisse (retail banking); and Winterthur
(insurance). Credit Suisse Group has approximately $680 billion of global assets
under management and employs approximately 62,000 people worldwide. The
principal business address of Credit Suisse is Paradeplatz 8, CH 8070, Zurich,
Switzerland. Credit Suisse Asset Management companies managed approximately $94
billion in the U.S. and $298 billion globally as of December 31, 2000.

      CSAM's sole member is CSAM Americas Holding Corp. located at 466 Lexington
Avenue, New York, NY 10017, which is wholly-owned by Credit Suisse Asset
Management Holding Corp., of the same address, which in turn is wholly-owned by
Credit Suisse First Boston, Inc., located at 11 Madison Avenue, New York, NY
10010, which is indirectly wholly-owned by Credit Suisse Group.

      For information regarding a proposed new investment advisory agreement
with CSAM, see "Proposal 2: Approval of New Investment Advisory Agreement."

      CSAM has sole investment discretion for each Fund's assets under the
supervision of that Fund's Board of Directors and in accordance with each Fund's
stated policies. CSAM will select investments for each Fund and will place
purchase and sale orders on behalf of the Funds. For information about each
Fund's investment advisory fees, including amounts paid for the fiscal year
2000, see "Synopsis--Fees and Expenses--The Strategic Global Income Fund" and
"Synopsis--Fees and Expenses--The Income Fund."

      Executive Officers of CSAM

      The following chart sets forth information with respect to name, address
and principal occupations of the executive officer(s) and managing member(s) of
CSAM. (Unless otherwise noted, the person's position at CSAM constitutes his/her
principal occupation.) Each person's address is 466 Lexington Avenue, New York,
New York 10017.

- --------------------------------------------------------------------------------
              Name      Position with CSAM and Principal Occupation
- --------------------------------------------------------------------------------
James P. McCaughan      Chief Executive Officer, Managing Director and Chairman
                        of the Management Committee
- --------------------------------------------------------------------------------
G. Moffett Cochran      President, Managing Director and Member of the
                        Management Committee
- --------------------------------------------------------------------------------
Martin Jaffe            Chief Financial Officer, Managing Director and Member of
                        the Management Committee
- --------------------------------------------------------------------------------
Laurence R. Smith       Chief Investment Officer, Managing Director and Member
                        of the Management Committee
- --------------------------------------------------------------------------------
Elizabeth B. Dater      Head of Emerging Growth Group, Managing Director and
                        Member of the Management Committee
- --------------------------------------------------------------------------------
Christopher F. Corapi   Head of Equity Research, Managing Director and Member of
                        the Management Committee
- --------------------------------------------------------------------------------
Sheila Scott            Managing Director and Member of the Management Committee
- --------------------------------------------------------------------------------


                                      -40-
<PAGE>

      In addition, Suzanne Moran, the Funds' Investment Officer, and Michael A.
Pignataro, the Funds' Vice President, Chief Financial Officer and Secretary, are
also employees of CSAM.

      Portfolio Management. Richard J. Lindquist, who has been a Managing
Director of CSAM since 1997, is primarily responsible for the management of each
Fund's assets. Mr. Lindquist joined CSAM in May 1995 when CSAM succeeded CS
First Boston Asset Management as the Fund's investment adviser, with whom he was
previously employed, and became President and Chief Investment Officer of each
Fund in November 1996. Mr. Lindquist has served each Fund in various positions
since its inception.

      Gregg Diliberto, who has been a Managing Director of CSAM since May 1995,
shares responsibility for the management of CGF's investments in emerging
markets. Mr. Diliberto has been an Investment Officer of CGF since 1997.

      If the Reorganization is consummated, it is anticipated that Richard J.
Lindquist and Gregg Diliberto will continue as portfolio managers of the
Surviving Fund. For more information regarding Messrs. Lindquist and Diliberto,
see "--Directors and Principal Officers."

      Administrator. The Fund employs Brown Brothers Harriman & Co., 40 Water
Street, Boston, MA 02109, under a service agreement dated as of February 27,
1999, to provide administration and accounting services to each Fund. The
services provided by Brown Brothers Harriman under the service agreement are
subject to the supervision of the directors and officers of each Fund, and
include day to day administration of certain matters such as maintenance of its
records, preparation of financial reports and tax filings.

      Brown Brothers Harriman is a private bank organized as a partnership under
the laws of the states of New York, Pennsylvania and Massachusetts. Brown
Brothers Harriman provides corporate management and administrative services to
investment companies that at December 31, 2000 had approximately $13 billion of
net assets.

      Each Fund pays Brown Brothers Harriman a fee based on average net assets.
For the fiscal year ended December 31, 2000, Brown Brothers Harriman earned
$84,784 and $170,550 for administrative services rendered to CGF and CIK,
respectively.

      Brown Brothers Harriman is also the custodian of each Fund.

      Estimated Expenses. CSAM and Brown Brothers Harriman are each obligated to
pay expenses associated with providing the services contemplated by the
agreements to which they are parties, including compensation of and office space
for their respective officers and employees connected with investment and
economic research, trading and investment management and administration of the
Funds, as well as the fees of all directors of the Funds who are affiliated with
those companies or any of their affiliates.

      The Funds pay all other expenses incurred in its operation including,
among other things:

            o     fees of legal counsel and independent accountants

            o     costs of printing proxies, stock certificates and shareholder
                  reports

            o     charges of the custodians, any sub-custodians and the transfer
                  and dividend-paying agent


                                      -41-
<PAGE>

            o     expenses in connection with the InvestLink-SM- Program

            o     Securities and Exchange Commission fees

            o     fees and expenses of unaffiliated directors

            o     accounting and pricing costs

            o     membership fees in trade associations

            o     fidelity bond coverage for officers and employees

            o     directors' and officers' errors and omissions insurance
                  coverage

            o     interest, brokerage costs and stock exchange fees

            o     taxes, stock exchange listing fees and expenses

            o     expenses of qualifying the shares for sale in various states

            o     litigation and other extraordinary or non-recurring expenses

      Custodian. Brown Brothers Harriman & Co., 40 Water Street, Boston, MA
02109, is the custodian for the Funds' assets and also serves as the accounting
agent of each Fund.

      Transfer Agent and Registrar. Fleet National Bank, P.O. Box 1865, Mailstop
45-02-62, Boston, Massachusetts 02105-1865 acts as the transfer agent and
registrar of each Fund.

      Proxy Solicitor. Each Fund has retained Georgeson Shareholder
Communications, Inc., a proxy solicitation firm, to assist the Funds in
soliciting proxies from shareholders. Georgeson Shareholder Communications, Inc.
will contact individual shareholders of record, beneficial owners and banks,
brokers and other nominee shareholders. In return for its services Georgeson
Shareholder Communications, Inc. is entitled to receive up to $20,000 per Fund
plus per call charges and reimbursement for its reasonable expenses.

      Control Persons and Principal Holders of Securities. The following table
shows certain information based on filings made with the SEC concerning persons
who may be deemed beneficial owners of 5% or more of the shares of common stock
of either Fund because they possessed or shared voting or investment power with
respect to the shares of that Fund:

                                                 Number of shares     Percent of
Fund             Name and Address               Beneficially Owned      Shares
- ----  --------------------------------------    ------------------      ------

CGF   Ron Olin Investment Management Company         1,960,901         16.4%(1)
      One West Pack Square, Suite 777
      Asheville, NC  28801

      Ronald G. Olin                                 1,803,700         15.1%(2)
      One West Pack Square, Suite 777
      Asheville, NC  28801

CIK   None Reported                                  _________         ________

- ----------
(1)   Based on a Schedule 13-G filed with the SEC on January 10, 2001.


                                      -42-
<PAGE>

(2)   Based on a Schedule 13-G filed with the SEC on December 8, 2000.

      It is not possible to calculate the ownership of the outstanding shares of
common stock of the Surviving Fund by any of the persons listed above after
consummation of the Reorganization because the Funds are unable to predict what
the net asset value of either Fund will be on the Effective Date.

      Experts

      Each Fund has selected PricewaterhouseCoopers LLP, Two Commerce Square,
Suite 1700, 2001 Market Street, Philadelphia, PA 19103, as its independent
public accountants who will audit its financial statements. The following table
shows the aggregate fees PricewaterhouseCoopers LLP billed to the Funds and to
CSAM for its professional services rendered for the fiscal year ended December
31, 2000.

                  ------------------------------------------------------------
                                                     CIK       CGF      CSAM
                                                     ---       ---      ----

                  ------------------------------------------------------------
                  Audit Fees

                  ------------------------------------------------------------
                  Financial Information Systems
                  Design and Implementation Fees

                  ------------------------------------------------------------
                  All Other Fees

                  ------------------------------------------------------------

      Required Vote

      As the Reorganization is expected to result in the issuance of a number of
shares of CIK in excess of 20% of CIK's outstanding shares of common stock, the
NYSE listing rules (but not Maryland law) require that the Reorganization be
approved by the shareholders of CIK. The shareholder vote required by the NYSE
rules is a majority of the votes cast by CIK shareholders, provided also that
the total number of votes cast represents at least a majority of the outstanding
shares of common stock of CIK. Under Maryland law and CGF's charter, a majority
of the outstanding shares of CGF must approve Proposal 1. To facilitate
compliance with Section 2-419 of the MGCL (which applies to transactions between
corporations with common directors), any shares voted in favor of the
Reorganization by the Directors of the Funds or CSAM will not be counted in
determining whether the required vote has been obtained on Proposal 1. Subject
to such approval, the Reorganization is currently scheduled to be consummated
promptly after the meetings. The Board of Directors of each Fund recommends that
the shareholders of each Fund vote in favor of this Proposal 1.

      Legal Proceedings

      There are currently no material legal proceedings to which the Funds are a
party.

      Legal Opinions

      Certain legal matters in connection with the Reorganization will be passed
upon for the Funds by Willkie Farr & Gallagher. Willkie Farr & Gallagher will
rely as to certain matters of Maryland law on the opinion of Venable, Baetjer
and Howard, LLP.


                                      -43-
<PAGE>

       PROPOSAL 2 (CREDIT SUISSE ASSET MANAGEMENT INCOME FUND SHAREHOLDERS
              ONLY): APPROVAL OF NEW INVESTMENT ADVISORY AGREEMENT

      Background

      CSAM currently acts as CIK's investment adviser pursuant to an investment
advisory agreement between CSAM and the Fund dated June 13, 1995, which was last
approved by CIK's shareholders on June 13, 1995. See "Proposal 1 (Both Funds):
Approval of the Agreement and Plan of Reorganization Pursuant to which CIK Will
Acquire All the Assets and Liabilities of CGF--Synopsis--Fees and Expenses of
CIK."

      On ___________, 2001, at an in-person meeting of the Board specifically
called for this purpose, the Board of Directors of the Fund, including the
Independent Directors, unanimously approved a new investment advisory agreement
(the "New Investment Advisory Agreement") conditional upon approval of the
Reorganization and recommended that it be approved by the shareholders of the
Fund, to become effective upon the consummation of the Reorganization. The New
Investment Advisory Agreement will be substantially the same as the current
investment advisory agreement except that the investment advisory fee will be
based upon a percentage of the lower of the average weekly stock price (market
value) of the Fund's outstanding shares or its average weekly net assets.

      For the fiscal year ended December 31, 2000, CIK paid no brokerage
commissions to affiliated brokers. See "Portfolio Transactions" in the SAI for
more information.

      A description of the proposed New Investment Advisory Agreement is
provided below under "--The New Investment Advisory Agreement." This description
is only a summary and is qualified by reference to the form of investment
advisory agreement attached hereto as Exhibit B, which is marked to show changes
from the current investment advisory agreement for CIK.

      Board Considerations; Reasons for the New Investment Advisory Agreement

      At the __________, 2001 board meeting, CSAM proposed changing the basis
upon which the fee is calculated. Changing the methodology by which the current
investment advisory fees are calculated as described above (that is, based on
the lower of the average weekly stock price (market value) or average weekly net
assets) would reduce investment advisory fees whenever the Surviving Fund trades
at a discount to net asset value, thereby lowering its overall expense ratio.

      In addition, the Board of Directors believes that calculating the
investment advisory fee with reference to the stock price (market value) when
the Fund's shares are trading at a discount will more closely align the
interests of CSAM with the interests of the Fund's shareholders in enhancing the
Fund's market value, recognizing that CSAM does not and cannot control the
discount at which Fund shares trade.

      The Board of Directors also considered and evaluated the proposed New
Investment Advisory Agreement and determined that, except for the new fee
structure, the New Investment Advisory Agreement is not materially different
from the current investment advisory agreement. CSAM has confirmed that the
level and quality of the services provided to the Fund will not change if the
New Investment Advisory Agreement is approved by the Fund's shareholders.


                                      -44-
<PAGE>

      Information Concerning Credit Suisse Group and CSAM

      For information about the Fund's investment adviser, see "Proposal 1 (Both
Funds): Approval of the Agreement and Plan of Reorganization pursuant to which
CIK will Acquire all the Assets and Liabilities of CGF--Management of the
Funds."

      Description of Current Investment Advisory Agreement

      Under the current investment advisory agreement, CSAM provides the Fund
with ongoing investment advisory services. CSAM, subject to the general
supervision of the Directors and in accordance with the investment objectives,
policies and restrictions of the Fund, manages the investment operations of the
Fund and the composition of the portfolio of securities and investments
(including cash) belonging to the Fund. It is the responsibility of CSAM to make
investment decisions for the Fund and to place purchase and sale orders for
portfolio transactions. CSAM furnishes a continuous investment program for the
Fund, maintains books and records with respect to its securities transactions,
and pays all expenses involved in management of the Fund's investments. CSAM
pays the salaries, fees and expenses of directors or officers of the Fund who
are officers or employees of CSAM. The current agreement provides that CSAM
shall not be liable to the Fund or any stockholder for anything done or omitted
by it except acts or omissions involving willful misfeasance, bad faith, gross
negligence or reckless disregard of duties imposed upon it pursuant to the
current agreement, or for any losses that may be sustained in the purchase,
holding or sale of securities.

      For a description of investment advisory fees paid by CIK, see "Proposal 1
(Both Funds): Approval of the Agreement and Plan of Reorganization Pursuant to
which CIK Will Acquire All the Assets and Liabilities of CGF--Synopsis--Fees and
Expenses--CIK." For the fiscal year ended December 31, 2000, CSAM earned
$1,148,861 for advisory services rendered to CIK.

      The New Investment Advisory Agreement

      Shareholders are being asked to approve or disapprove the New Investment
Advisory Agreement. The New Investment Advisory Agreement is substantially the
same as the current investment advisory agreement except for modification of the
basis upon which the fee is calculated, that is, the lower of stock price or net
assets.

      The New Investment Advisory Agreement will be dated as of the date
shareholder approval is granted. The agreement will be in effect for an initial
two-year term, ending on the second anniversary of the date on which shareholder
approval is granted. The agreement may continue thereafter from year to year
only if specifically approved at least annually by either (i) the Board of
Directors of the Fund or (ii) the "vote of a majority of the outstanding voting
securities" of the Fund, and in either case, the vote of a majority of the
Independent Directors, cast in person at a meeting called for such purpose.

      The implementation of the New Investment Advisory Agreement is conditional
upon approval of the Reorganization.

      Differences Between the Current and the New Investment Advisory Agreement

      Under the current investment advisory agreements, CSAM is entitled to
quarterly investment advisory fees computed at an annual rate of 0.50% of the
Fund's average weekly net assets. Under the New Investment Advisory Agreement,
CSAM will be entitled to receive quarterly investment advisory fees computed at
an annual rate of 0.50% of the Fund's average weekly market value or net assets
(whichever is lower).


                                      -45-
<PAGE>

      The following table sets forth the investment advisory fee paid for the
fiscal year ended December 31, 2000 under the current investment advisory
agreement and the amount that would have been paid had the New Investment
Advisory Agreement been in effect for CIK for the fiscal year ended December 31,
2000 taking into consideration the new fee structure. Also shown is the
difference between the two amounts in dollars and as a percentage of the fee
paid under the existing agreement.

           Fee Paid to CSAM Under   Fee Payable Under New
             Current  Agreement           Agreement         Reduction in Fee
           ----------------------   ---------------------   ----------------
                 $1,148,861               $1,067,328        $81,533   .0709%

      Required Shareholder Vote

      Approval of the New Investment Advisory Agreement requires the affirmative
vote of a "majority of the outstanding voting securities" of the Fund as defined
under "General".

      IN THE JUDGMENT OF THE BOARD OF DIRECTORS OF THE FUND, THE NEW INVESTMENT
ADVISORY AGREEMENT SERVES THE BEST INTERESTS OF THE SURVIVING FUND AND ITS
SHAREHOLDERS, AND THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR"
PROPOSAL 2.

       PROPOSAL 3 (CREDIT SUISSE ASSET MANAGEMENT INCOME FUND SHAREHOLDERS
                          ONLY): ELECTION OF DIRECTORS

      Background

      At the Meeting, five (5) 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
person named in the accompanying Proxy to vote for the election of Enrique R.
Arzac, Lawrence J. Fox, James S. Pasman, Jr., James P. McCaughan and William W.
Priest. All of the nominees are currently members of the Board of Directors.
Messrs. Arzac, Fox, Pasman and Priest were re-elected as Directors of CIK at the
2000 annual shareholders' meeting. Mr. McCaughan was appointed a Director and
the Chairman of the Board at a meeting of the Board held on February 5, 2001.
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.

      If the Reorganization is consummated, the Directors of CIK will be the
Directors of the Surviving Fund.

      For information about the Directors of CIK, each of whom has been
nominated for re-election to the Board of Directors, see "Proposal 1(Both
Funds): Approval of the Agreement and Plan of Reorganization pursuant to which
CIK Will Acquire All the Assets and Liabilities of CGF--Management of the
Fund--Directors and Principal Officers."

      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 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


                                      -46-
<PAGE>

director of such Fund. The total remuneration paid or accrued by CIK during the
fiscal year ended December 31, 2000 to all such unaffiliated directors was
$43,419.

      The following table shows certain compensation information for the fiscal
year ended December 31, 2000 for each Director of CGF and CIK who is not
affiliated with CSAM. The Fund has no bonus, profit sharing, pension or
retirement plans.

<TABLE>
<CAPTION>
                                                                                                             Total Number of
                                                                                                                Boards of
                                                Pension or                                                    CSAM-Advised
                            Aggregate      Retirement Benefits  Estimated Annual   Total Compensation from     Investment
                        Compensation from   Accrued as Part of    Benefits upon     Funds and Fund Complex  Companies Served
  Name of Director            Funds           Fund Expenses        Retirement         Paid to Directors            (1)
- --------------------    -----------------  -------------------  ----------------   -----------------------  -----------------
<S>                      <C>     <C>                <C>                 <C>                 <C>                     <C>
Dr. Enrique R. Arzac ... CIK:    $ 16,500           0                   0                    $82,500                 8
                         CGF:    $ 16,500

Lawrence J. Fox ........ CIK:    $ 16,500           0                   0                    $41,500                 3
                         CGF:    $ 16,500

James. S. Pasman, Jr.... CIK:    $ 16,500           0                   0                   $115,250                49
                         CGF:    $ 16,500
</TABLE>

- ----------
(1)   Includes CGF and CIK

      The Board of Directors has an Audit Committee. Pursuant to the Audit
Committee Charter adopted by the CIK's Board, a copy of which is attached to
this Joint Proxy Statement/Prospectus as Appendix B, the Audit Committee is
responsible for conferring with CIK's independent public accountants, reviewing
annual financial statements and recommending the selection of CIK's independent
public accountants. The Audit Committee advises the full Board with respect to
accounting, auditing and financial matters affecting CIK. The Audit Committee
has met with Fund management to discuss, among other things, CIK's audited
financial statements for the year ended December 31, 2000. The Audit Committee
has also met with CIK's independent public accountants, PricewaterhouseCoopers
LLP ("PwC") and discussed with them certain matters required under SAS 61
including, but not limited to, the scope of CIK's audit, CIK's financial
statements and CIK's accounting controls. The Audit Committee has received the
written disclosures and the letter from PwC required by Independence Standards
Board Standard No. 1. The Audit Committee has discussed with PwC their
independence and has considered whether the provision of services by PwC to the
Funds and to CSAM, as more fully described under "Proposal 1 (Both Funds):
Approval of the Agreement and Plan of Reorganization pursuant to which CIK will
Acquire all the Assets and Liabilities of CGF - Experts," was compatible with
maintaining PwC's independence. Based upon these reviews and discussions, the
Audit Committee recommended to the Board that CIK's audited financial statements
be included in CIK's 2000 Annual Report to Shareholders for the year ended
December 31, 2000 and be mailed to Shareholders and filed with the Securities
and Exchange commission.

      Messrs. Arzac, Fox and Pasman constitute CIK's Audit Committee, which is
composed of directors who are not interested persons of CIK as defined by the
1940 Act and who are independent as defined by the listing standards of the New
York Stock Exchange. There were two Audit Committee meetings held during the
fiscal year ended December 31, 2000. All directors were present at both
meetings. There is also a Valuation Committee composed of Messrs. Priest, Arzac
and Pasman which reviews prices of illiquid or restricted securities. Messrs.
Arzac, Fox and Pasman constitute CIK's Nominating Committee, which is composed
of directors who are not interested persons of CIK. The Nominating Committee did
not meet during the fiscal year ended December 31, 2000. The Nominating


                                      -47-
<PAGE>

Committee selects and nominates new Independent 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 CIK. CIK does not have a compensation committee.

      During 2000, there were four meetings of the Board and two meetings of the
Audit Committee. Each Director attended seventy-five percent or more of the
aggregate number of meetings of the Board and committees on which he served held
during the period for which he was a Director.

      Mr. McCaughan is the Chairman of the Board of CIK and has served in such
position since February 5, 2001, Mr. Lindquist has been President of CIK since
February 10, 1997 and Chief Investment Officer of CIK since November 21, 1996,
having previously served as Vice President of CIK since CIK's inception. Ms.
Moran and Mr. Diliberto have each been an Investment Officer of CIK since August
15, 1996 and May 12, 1997, respectively. Mr. Liebes is Senior Vice President of
CIK and was appointed to such position on August 11, 1997, having previously
been CIK's Secretary until May 16, 1996. Mr. Pignataro has been Chief Financial
Officer and Vice President of CIK since July 26, 1999 and has been Secretary of
CIK since May 16, 1997, having previously served as Assistant Vice President and
Assistant Secretary of CIK since April 18, 1995. Each officer of CIK will hold
office until the Meeting and until his successor has been elected. For more
biographical information about the executive officers of CIK, see "Proposal
1(Both Funds): Approval of the Agreement and Plan of Reorganization pursuant to
which CIK Will Acquire All the Assets and Liabilities of CGF--Management of the
Fund--Directors and Principal Officers."

      By virtue of the responsibilities assumed by its investment adviser, CIK
itself requires no employees other than its officers, and none of its officers
devotes full-time responsibilities to the affairs of CIK. All officers are
employees of and are compensated by CSAM and do not receive any compensation
from CIK.

      Section 16(a) Beneficial Ownership Reporting Compliance

      Section 16(a) of the Securities Exchange Act of 1934 and Section 30(f) of
the Investment Company Act require the Fund's officers and directors, officers
and directors of the investment adviser, affiliated persons of the 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 NYSE 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, 2000, all filing
requirements applicable to such persons were complied with.

      Required Shareholder Vote

      Approval of the election of each nominee as Director of the Fund requires
the affirmative vote of a plurality of the votes cast on the matter at the
annual meeting of the Fund in person or by proxy.

      THE BOARD OF DIRECTORS, INCLUDING THE "NON-INTERESTED" DIRECTORS,
RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" THE RE-ELECTION OF MESSRS. ARZAC,
FOX, PASMAN, PRIEST AND MCCAUGHAN FOR DIRECTOR.

                             ADDITIONAL INFORMATION

      Further information concerning these securities and their issuer may be
found in the Registration Statement of which this prospectus constitutes a part
on file with the Securities and Exchange Commission. The Commission maintains a
World Wide Web site on the Internet at http://www.sec.gov.


                                      -48-
<PAGE>

that contains the prospectus, material incorporated by reference and other
information regarding registrants, such as the Funds, that file electronically
with the Commission. The Registration Statement may also be inspected without
charge at the Commission's office in Washington, D.C., and copies of all or any
part thereof may be obtained from such office after payment of the fees
prescribed by the Commission.

      The Funds are subject to the informational requirements of the Securities
Exchange Act of 1934 and the 1940 Act, and in accordance therewith files reports
and other information with the Commission. Such reports and other information
can be inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, NW, Washington, D.C. 20549 and the Commission's
regional offices at Seven World Trade Center, New York, New York 10048. Copies
of such materials can be obtained from the Public Reference Section of the
Commission at 450 Fifth Street, NW, Washington, D.C. 20549 at prescribed rates.
Such reports and other information concerning the Funds also may be inspected at
the offices of the NYSE and are available on the Commission's World Wide Web
site on the Internet at http://www.sec.gov.

      Shareholder Proposal (CGF). CGF has received notice that a shareholder,
Ralph Bradshaw intends to solicit proxies in favor of electing himself, Gary
Bentz, Andrew Strauss, Glenn Wilcox and [name of fifth nominee to be inserted
upon receipt], as Directors at the 2001 annual shareholders' meeting of CGF. If
Proposal 1 is approved at the special meeting and the Reorganization is
consummated, that proposed solicitation will be rendered moot, as CGF will be
dissolved as part of the Reorganization. If Proposal 1 is rejected, the Board of
Directors of CGF intends to oppose Mr. Bradshaw and his nominees.

      Shareholder Proposals (CIK). Notice is hereby given that for a shareholder
proposal to be considered for inclusion in CIK's proxy material relating to its
2002 annual meeting of shareholders, the shareholder proposal must be received
by CIK no later than ___________, 2002. A shareholder proposal submitted for
inclusion in CIK's proxy statement, including any accompanying supporting
statement, may not exceed 500 words. A shareholder desiring to submit a proposal
for inclusion in CIK'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 shareholders, and a shareholder contemplating submission
of a proposal for inclusion in CIK's proxy statement is referred to Rule 14a-8
promulgated under the 1934 Act. The timely submission of a proposal does not
guarantee its inclusion in CIK's proxy materials.

      Pursuant to the By-laws of CIK, at any annual meeting of the shareholders,
only such business will be conducted as has been properly brought before the
annual meeting. To be properly brought before the annual meeting, the business
must be (i) specified in the notice of meeting (or any supplement thereto) given
by or at the direction of the Board, (ii) otherwise properly brought before the
meeting by or at the direction of the Board, or (iii) otherwise properly brought
before the meeting by a shareholder.

      For business to be properly brought before the annual meeting by a
shareholder, the shareholder must have given timely notice thereof in writing to
the Secretary of CIK. 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, 466 Lexington Avenue, New York, NY 10017
not later than ____________ , 2002; provided, however, that in the event that
the date of the 2002 annual meeting is advanced or delayed by more than 30 days
from May 1, 2002, the first anniversary of the 2001 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 2002 annual meeting is given or made.


                                      -49-
<PAGE>

      Any notice by a shareholder to CIK 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 CIK's books, of the shareholder proposing such business, (iii)
the class and number of Shares of the capital stock of CIK which are
beneficially owned by the shareholder, (iv) a representation that the
shareholder is a holder of record of shares of CIK 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.

      CIK 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 validly submitted after the advance notice deadline
for submission of proposals pursuant to CIK's By-laws indicated above. Even if
timely notice is received, CIK may exercise discretionary voting authority in
certain other circumstances as described under Rule 14a-4(c) under the 1934 Act
which governs the CIK's use of discretionary proxy voting authority.
Discretionary voting authority is the ability to vote proxies that shareholders
have executed and returned to CIK on matters not specifically reflected on the
form of proxy.

      Other Matters to Come Before the Meeting. The Board of Directors of each
Fund is not aware of any matters that will be presented for action at the
Meeting other than the matters set forth herein. Should any other matters
requiring a vote of shareholders arise, the proxy in the accompanying form will
confer upon the person or persons entitled to vote the shares represented by
such proxy the discretionary authority to vote the shares as to any such other
matters in their discretion in the interest of the respective Fund. PLEASE
COMPLETE, SIGN AND RETURN THE ENCLOSED PROXY CARD(S) PROMPTLY. NO POSTAGE IS
REQUIRED IF MAILED IN THE UNITED STATES.

      By order of the Boards of Directors of Credit Suisse Asset Management
Strategic Global Income Fund, Inc and Credit Suisse Asset Management Income
Fund, Inc.

            Michael A. Pignataro
            Chief Financial Officer, Vice President and Secretary, Credit Suisse
            Asset Management Strategic Global Income Fund, Inc.

            Michael A. Pignataro
            Chief Financial Officer, Vice President and Secretary, Credit Suisse
            Asset Management Income Fund, Inc.


                                      -50-

<PAGE>

                                    EXHIBIT A

                                     FORM OF

                      AGREEMENT AND PLAN OF REORGANIZATION
<PAGE>

                      AGREEMENT AND PLAN OF REORGANIZATION

                                     BETWEEN

        CREDIT SUISSE ASSET MANAGEMENT STRATEGIC GLOBAL INCOME FUND, INC.

                                       AND

                CREDIT SUISSE ASSET MANAGEMENT INCOME FUND, INC.

                            DATED AS OF ______, 2001
<PAGE>

                                TABLE OF CONTENTS
                                                                          Page

1.    DEFINITIONS..........................................................A-1

2.    BASIC TRANSACTION....................................................A-1

2.1     The Reorganization.................................................A-1

2.2     Transferred Assets.................................................A-1

2.3     Transferred Liabilities............................................A-2

2.4     Dividend...........................................................A-2

2.5     Articles of Transfer...............................................A-2

2.6     Liquidation........................................................A-3

3.    VALUATION............................................................A-3

3.1     Transferred Assets.................................................A-3

3.2     CIK Shares.........................................................A-3

3.3     Administrator......................................................A-3

4.    CLOSING AND EFFECTIVE DATE...........................................A-3

4.1     Effective Date.....................................................A-3

4.2     Deliveries at Closing..............................................A-3

5.    REPRESENTATIONS AND WARRANTIES OF CREDIT SUISSE ASSET
      MANAGEMENT STRATEGIC GLOBAL INCOME FUND, INC.........................A-4

5.1     Organization.......................................................A-4

5.2     Registrations and Qualifications...................................A-4

5.3     Regulatory Consents and Approvals..................................A-4

5.4     Noncontravention...................................................A-4

5.5     Financial Statements...............................................A-5

5.6     Title to Assets....................................................A-5

5.7     Annual Report......................................................A-5

5.8     Qualification, Corporate Power, Authorization of Transaction.......A-5


<PAGE>

5.9     Legal Compliance...................................................A-5

5.10    Tax Filings........................................................A-5

5.11    Undisclosed Liabilities............................................A-5

5.12    Tax Filings........................................................A-6

5.13    Qualification Under Subchapter M...................................A-6

5.14    Form N-14..........................................................A-6

5.15    Capitalization.....................................................A-6

5.16    Books and Records..................................................A-7

5.17    CIK Shares.........................................................A-7

6.    REPRESENTATIONS AND WARRANTIES OF CREDIT SUISSE ASSET
      MANAGEMENT INCOME FUND, INC..........................................A-7

6.1     Organization.......................................................A-7

6.2     Registrations and Qualifications...................................A-7

6.3     Regulatory Consents and Approvals..................................A-7

6.4     Noncontravention...................................................A-7

6.5     Financial Statements...............................................A-7

6.6     Title to Assets....................................................A-8

6.7     Annual Report......................................................A-8

6.8     Qualification, Corporate Power, Authorization of Transaction.......A-8

6.9     Legal Compliance...................................................A-8

6.10    Material Contracts.................................................A-8

6.11    Undisclosed Liabilities............................................A-8

6.12    Tax Filings........................................................A-8

6.13    Qualification Under Subchapter M...................................A-8

6.14    Form N-14..........................................................A-9

6.15    Capitalization.....................................................A-9

6.16    Issuance of Stock..................................................A-9

<PAGE>

6.17    Books and Records..................................................A-9

7.    COVENANTS OF THE PARTIES.............................................A-10

7.1     Shareholders' Meetings.............................................A-10

7.2     Operations in the Normal Course....................................A-10

7.3     Articles of Transfer...............................................A-10

7.4     Regulatory Filings.................................................A-10

7.5     Preservation of Assets.............................................A-10

7.6     Tax Matters........................................................A-10

7.7     Shareholder List...................................................A-10

7.8     Delisting, Termination of Registration as an Investment Company....A-11

8.    CONDITIONS PRECEDENT TO THE OBLIGATIONS OF CREDIT SUISSE ASSET
      MANAGEMENT STRATEGIC GLOBAL INCOME FUND, INC.........................A-11

8.1     Approval of Reorganization.........................................A-11

8.2     Certificates and Statements by Credit Suisse Asset Management
        Strategic Global Income Fund, Inc..................................A-11

8.3     Absence of Litigation..............................................A-12

8.4     Legal Opinions.....................................................A-12

8.5     Auditor's Consent and Certification................................A-14

8.6     Liabilities........................................................A-14

8.7     Effectiveness of Registration Statement............................A-14

8.8     Regulatory Filings.................................................A-14

8.9     Administrative Rulings, Proceedings................................A-14

8.10    Satisfaction of Credit Suisse Asset Management Income Fund, Inc....A-14

8.11    Dividends..........................................................A-14

8.12    Custodian's Certificate............................................A-15

8.13    Books and Records..................................................A-15

9.    CONDITIONS PRECEDENT TO THE OBLIGATIONS OF CREDIT SUISSE ASSET
      MANAGEMENT STRATEGIC GLOBAL INCOME FUND, INC.........................A-15

<PAGE>

9.1     Approval of Reorganization.........................................A-15

9.2     Certificates and Statements by Credit Suisse Asset Management
        Income Fund, Inc...................................................A-15

9.3     Absence of Litigation..............................................A-16

9.4     Legal Opinions.....................................................A-16

9.5     Auditor's Consent and Certification................................A-17

9.6     Effectiveness of Registration Statement............................A-17

9.7     Regulatory Filings.................................................A-17

9.8     Satisfaction of Credit Suisse Asset Management Strategic
        Global Income Fund, Inc............................................A-18

10.   PAYMENT OF EXPENSES..................................................A-18

10.1    Allocation.........................................................A-18

11.   COOPERATION FOLLOWING EFFECTIVE DATE.................................A-18

12.   INDEMNIFICATION......................................................A-18

12.1    Credit Suisse Asset Management Strategic Global Income Fund, Inc...A-18

12.2    Credit Suisse Asset Management Income Fund, Inc....................A-18

13.   TERMINATION, POSTPONEMENT AND WAIVERS................................A-19

13.1    Termination........................................................A-19

13.2    Waiver.............................................................A-19

13.3    Expiration of Representations and Warranties.......................A-19

14.   MISCELLANEOUS........................................................A-20

14.1    Transfer Restriction...............................................A-20

14.2    Material Provisions................................................A-20

14.3    Notices............................................................A-20

14.4    Amendments.........................................................A-21

14.5    Headings...........................................................A-21

14.6    Counterparts.......................................................A-21

<PAGE>

14.7    Enforceability.....................................................A-21

14.8    Successors and Assigns.............................................A-21

14.9    Governing Law......................................................A-22

<PAGE>


      THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is made as of
this __ day of ______, 2001, between Credit Suisse Asset Management Strategic
Global Income Fund, Inc. (the "Target Fund" or "CGF"), a Maryland corporation
and a registered investment company under the Investment Company Act of 1940, as
amended (the "1940 Act"), and Credit Suisse Asset Management Income Fund, Inc.
(the "Acquiring Fund" or "CIK" and, together with CGF, the "Parties"), a
Maryland corporation and a registered investment company under the 1940 Act.

      This agreement contemplates a tax-free transaction which qualifies for
federal income tax purposes as a reorganization within the meaning of Section
368(a)(1) of the Internal Revenue Code of 1986, as amended (the "Code"). The
reorganization will consist of the transfer of all of the assets of CGF in
exchange for shares of common stock of CIK ("CIK Shares") and cash for
fractional CIK Shares, the assumption by CIK of all the liabilities of CGF, and
the distribution of CIK Shares to the shareholders of CGF in liquidation of CGF,
all upon the terms and conditions set forth in this Agreement.

      WHEREAS, the Board of Directors of CGF has determined that the exchange of
substantially all of the assets of CGF for CIK shares and the assumption of all
the liabilities of CGF by CIK is in the best interests of the CGF shareholders
and the interests of the existing shareholders of CGF would not be diluted as a
result of this transaction; and

      WHEREAS, the Board of Directors of CIK has determined that the exchange of
substantially all of the assets of CGF for CIK shares and the assumption of
CGF's liabilities by CIK is in the best interests of the CIK's shareholders and
that the interests of the existing shareholders of CIK would not be diluted as a
result of this transaction.

      NOW, THEREFORE, in consideration of the covenants and agreements
hereinafter set forth, the Parties hereto agree as follows:

1. DEFINITIONS

      Certain capitalized terms used in this Agreement are specifically defined
herein.

2. BASIC TRANSACTION

      2.1 The Reorganization. Subject to the terms and conditions herein set
forth and on the basis of the representations and warranties contained herein,
CGF agrees to transfer its assets as set forth in paragraph 2.2 to CIK, and CIK
agrees in exchange therefor: (i) to deliver to CGF the number of all CIK Shares
determined by dividing the value of CGF's net assets, computed in the manner and
as of the time and date set forth in paragraph 3.1, by the net asset value per
share of one CIK Share computed in the manner and as of the time and date set
forth in paragraph 3.2 and cash for fractional shares of CIK as set forth in
paragraph 3.2; and (ii) to assume all of the liabilities of CGF. Such
transaction shall take place at the closing provided for in paragraph 4.1 (the
"Closing").

      2.2 Transferred Assets.

      (a) The assets of CGF to be acquired by CIK shall consist of all property
including, without limitation, all cash, securities and dividend or interest
receivables that are owned by CGF and any deferred or prepaid expenses shown as
an asset on the books of CGF on the Effective Date provided in paragraph 4.1
(the "Effective Date").

      (b) CGF has provided CIK with a list of all of CGF's assets as of the date
of execution of this Agreement and CIK has confirmed that all such assets are of
the type in which CIK is permitted to invest


                                      A-1
<PAGE>

and to hold. CGF reserves the right to sell any of these securities but will
not, without the prior approval of CIK, acquire any additional securities other
than securities of the type in which CIK is permitted to invest. CIK, will,
within a reasonable time prior to the Effective Date, furnish CGF with a list of
its assets. In the event that CGF holds any investments which CIK identifies as
a type which it may not hold, and CIK so requests, CGF will dispose of such
securities prior to the Effective Date. In addition, if it is determined that
the portfolios of CGF and CIK, when aggregated, would contain investments
exceeding certain percentage limitations imposed upon CIK with respect to such
investments, CGF, if requested by CIK, will dispose of and/or reinvest a
sufficient amount of such investments as may be necessary to avoid violating
such limitations as of the Effective Date.

      2.3 Transferred Liabilities.

      (a) The liabilities assumed by CIK shall include all of the CGF's
liabilities, debts, obligations, and duties of whatever kind or nature, whether
absolute, accrued, contingent, or otherwise, whether or not arising in the
ordinary course of business, whether or not determinable at the Effective Date,
and whether or not specifically referred to in this Agreement.

      (b) CGF will endeavor to discharge all of its known liabilities and
obligations prior to the Effective Date, other than those liabilities and
obligations which would otherwise be discharged at a later date in the ordinary
course of business.

      2.4 Dividend. As soon as practicable prior to the Effective Date, CGF will
declare and pay to its shareholders of record one or more dividends and/or
distributions so that it will have distributed substantially all of its
investment company taxable income (computed without regard to any deduction for
dividends paid) and realized net capital gain, if any, for the current taxable
year through the Effective Date.

      2.5 Articles of Transfer. On the Effective Date (the "Effective Time"),
pursuant to articles of transfer (the "Articles of Transfer") accepted for
record by the State Department of Assessements and Taxation of Maryland (the
"Department"), CGF shall assign, transfer, deliver and convey all of its assets
to CIK, subject to all of its liabilities. CIK shall then accept the assets and
assume the liabilities such that at and after the Effective Time (i) the assets
at or after the Effective Time shall become and be the assets of CIK , and (ii)
the liabilities at the Effective Time shall attach to CIK, enforceable against
CIK to the same extent as if initially incurred by CIK. From and after the
Effective Time, all the assets of CGF shall transfer to, vest in, and devolve on
CIK without further act or deed, and CIK shall be liable for all the debts and
obligations of CGF, all as provided under Maryland law.

      2.6 Liquidation. As soon on or after the Effective Date as is conveniently
practicable (the "Liquidation Date"), CGF will liquidate and distribute pro rata
to its shareholders of record determined as of the Effective Time (the "CGF
Shareholders") the CIK Shares and cash it receives pursuant to paragraph 2.1.
Such liquidation and distribution will be accomplished by (i) the transfer of
CIK Shares then credited to the account of CGF on the books of CIK to open
accounts on the share records of CIK in the name of the CGF shareholders
representing the respective pro rata number of CIK Shares due such shareholders
and (ii) the payment of cash for fractional CIK shares in accordance with
paragraph 3.2(b). All issued and outstanding shares of CGF will simultaneously
be canceled on the books of CGF, although share certificates representing
interests in CGF, if any, will represent a number of CIK Shares after the
Effective Date as determined in accordance with paragraph 3.2 until replaced in
accordance with paragraph 7.11. Ownership of CIK Shares will be shown on the
books of CIK's transfer agent.

      2.7 Dissolution. CGF shall thereafter dissolve in accordance with Maryland
law.


                                      A-2
<PAGE>

3. VALUATION

      3.1 Transferred Assets. The value of CGF's assets to be acquired hereunder
shall be the value of such assets computed as of the close of regular trading on
the New York Stock Exchange, Inc. (the "NYSE") on the business day preceding the
Effective Date (such time and date being hereinafter called the "Valuation
Date"), using the valuation procedures set forth in the Registration Statement
consistently utilized by CIK, which principles and procedures are substantially
similar to those employed by CGF when valuing its own assets and determining its
own liabilities. Such valuation and determination shall be the responsibility of
CIK, shall be made in cooperation with CGF and shall be confirmed in writing by
CIK to CGF.

      3.2 CIK Shares.

      (a) The number of CIK Shares to be issued in exchange for the
corresponding net assets of CGF shall be determined by dividing the value of the
net assets of CGF determined using the valuation procedures referred to in
paragraph 3.1 by the net asset value per Share of CIK. The net asset value per
share of CIK Shares shall be determined in accordance with the valuation
procedures set forth in the Registration Statement and consistently utilized by
CIK, and CIK shall certify the computations involved.

      (b) CGF shareholders will not receive any fractional shares of CIK as part
of the CGF distribution. In lieu thereof, CGF will receive from CIK for
distribution to its shareholders cash in an amount equal to the aggregate net
asset value of the fractional shares otherwise distributable to the CGF
shareholders, and the total number of CIK shares otherwise issuable to CGF will
be reduced by that number of CIK shares having an aggregate net asset value
equal to the cash so paid to CGF.

      3.3 Administrator. All computations of value shall be made on behalf of
CIK by Brown Brothers Harriman & Co., the administrator and accounting agent to
each Fund, in accordance with the regular practice of CGF and CIK, respectively.
No formula will be used to adjust the net asset value so determined of either of
the Parties to take into account differences in realized and unrealized gains
and losses.

4. CLOSING AND EFFECTIVE DATE

      4.1 Effective Date. The Effective Date for the Reorganization shall be
_________, 2001, or such other date as the parties to the Reorganization may
agree to in writing. All acts taking place at the Closing shall be deemed to
take place simultaneously on the Effective Date unless otherwise provided. The
Closing shall be held as of 9:00 a.m., at the offices of Willkie Farr &
Gallagher, 787 Seventh Avenue, New York, New York, or at such other time and/or
place as the parties may agree.

      4.2 Deliveries at Closing.

      (a) At the Closing, (i) CGF will deliver to CIK the various certificates
and documents referred to in Article 7 below, (ii) CIK will deliver to CGF the
various certificates and documents referred to in Article 8 below, and (iii) CGF
and CIK will file jointly with the State Department of Assessments and Taxation
of Maryland (the "Department") the Articles of Transfer and make all other
filings or recordings required by Maryland law in connection with the
Reorganization. The custodian for CIK (the "Custodian") shall deliver at the
Closing a certificate of an authorized officer stating that: (a) CGF's portfolio
securities, cash and any other assets have been delivered in proper form to CIK
on the Effective Date and (b) all necessary taxes, including all applicable
federal and state stock transfer stamps, if any,


                                      A-3
<PAGE>

have been paid, or provision for payment has been made, in conjunction with the
delivery of portfolio securities.

      (b) CGF shall deliver at the Closing a list of the names and addresses of
its shareholders and the number of outstanding Shares owned by each such
shareholder immediately prior to the Closing certified by CGF's transfer agent
or President to the best of their knowledge and belief or provide evidence that
such information has been provided to CGF's transfer agent. CIK shall issue and
deliver a confirmation evidencing the CIK Shares to be credited to CGF's account
on the Effective Date to the Secretary of CGF or provide evidence satisfactory
to CGF that the CIK Shares have been credited to the account of CGF on the books
of CIK. At the Closing, each party shall deliver to the relevant other parties
such bills of sale, checks, assignments, share certificates, if any, receipts or
other documents as such other party or its counsel may reasonably request.

      4.3 Closing on Business Day. In the event that on the Valuation Date (a)
the NYSE or another primary trading market for portfolio securities of CIK or
CGF shall be closed to trading or trading thereon shall be restricted or (b)
trading or the reporting of trading on the NYSE or elsewhere shall be disrupted
so that accurate appraisal of the value of the net assets of CIK or CGF is
impracticable, the applicable Effective Date shall be postponed until the first
business day after the day when trading shall have been fully resumed and
reporting shall have been restored.

5. REPRESENTATIONS AND WARRANTIES OF CREDIT SUISSE ASSET MANAGEMENT STRATEGIC
   GLOBAL INCOME FUND, INC.

      CGF represents and warrants to CIK that the statements contained in this
Article 5 are correct and complete in all material respects as of the execution
of this Agreement on the date hereof. CGF represents and warrants to, and agrees
with, CIK that:

      5.1 Organization. CGF is a corporation duly organized and validly existing
under the laws of the State of Maryland and is in good standing with the
Department, and has the corporate power to own all of its assets and to carry on
its business as it is now being conducted and to carry out this Agreement.

      5.2 Registrations and Qualifications. CGF is duly registered under the
1940 Act as a closed-end, diversified management investment company (File No.
811-05458), and such registration has not been revoked or rescinded and is in
full force and effect. CGF has elected and qualified for the special tax
treatment afforded regulated investment companies ("RICs") under Sections
851-855 of the Code at all times since its inception. CGF is qualified as a
foreign corporation in every jurisdiction where required, except to the extent
that failure to so qualify would not have a material adverse effect on CGF.

      5.3 Regulatory Consents and Approvals. No consent, approval, authorization
or order of any court or governmental authority is required for the consummation
by CGF of the transactions contemplated herein, except (i) such as have been
obtained or applied for under the Securities Act of 1933, as amended (the "1933
Act"), the Securities Exchange Act of 1934 (the "1934 Act") and the 1940 Act;
(ii) such as may be required by state securities laws and (iii) such as may be
required under Maryland law for the acceptance for record of the Articles of
Transfer by the Department.

      5.4 Noncontravention. CGF is not, and the execution, delivery and
performance of this Agreement by CGF will not result in, a violation of the laws
of the State of Maryland or of the Articles of Incorporation or the By-laws of
CGF, or of any material agreement, indenture, instrument, contract, lease or
other undertaking to which CGF is a party or by which it is bound, and the
execution, delivery and performance of this Agreement by CGF will not result in
the acceleration of any obligation, or the


                                      A-4
<PAGE>

imposition of any penalty, under any agreement, indenture, instrument, contract,
lease, judgment or decree to which CGF is a party or by which it is bound.

      5.5 Financial Statements. CIK has been furnished with a statement of
assets, liabilities and capital and a schedule of investments of CGF, each as of
December 31, 2000, said financial statements having been examined by
PricewaterhouseCoopers LLP, independent public accountants. These financial
statements are in accordance with generally accepted accounting principles
applied on a consistent basis ("GAAP") and present fairly, in all material
respects, the financial position of CGF as of such date in accordance with GAAP,
and there are no known contingent liabilities of CGF required to be reflected on
a balance sheet (including the notes thereto) in accordance with GAAP as of such
date not disclosed therein.

      5.6 Title to Assets. At the Effective Date, CGF will have good and
marketable to the assets to be transferred to CIK pursuant to paragraph 2.1 and
full right, power and authority to sell, assign, transfer and deliver such
assets hereunder free of any liens or other encumbrances, except those liens or
encumbrances as to which CIK has received notice at or prior to the Closing, and
upon delivery and payment for such assets and the effectiveness of the Articles
of Transfer, CIK will acquire good and marketable title thereto, subject to no
restrictions on the full transfer thereof, including such restrictions as might
arise under the 1933 Act and the 1940 Act, except those restrictions as to which
CIK has received notice and necessary documentation at or prior to the Closing.

      5.7 Annual Report. CIK has been furnished with CGF's Annual Report to
Shareholders for the fiscal year ended December 31, 2000.

      5.8 Qualification, Corporate Power, Authorization of Transaction. CGF has
full power and authority to enter into and perform its obligations under this
Agreement. The execution, delivery and performance of this Agreement has been
duly authorized by all necessary action of its Board of Directors, and, subject
to shareholder approval, this Agreement constitutes a valid and binding contract
enforceable in accordance with its terms, subject to the effects of bankruptcy,
insolvency, moratorium, fraudulent conveyance and similar laws relating to or
affecting creditors' rights generally and court decisions with respect thereto.

      5.9 Legal Compliance. Except as may have been previously disclosed to and
accepted by CIK, no material litigation or administrative proceeding or
investigation of or before any court or governmental body is presently pending
(in which service of process has been received) or, to its knowledge, threatened
against CGF or any properties or assets held by it. Except as may have been
previously disclosed to and accepted by CIK, CGF knows of no facts which might
form the basis for the institution of such proceedings which would materially
and adversely affect its business and is not a party to or subject to the
provisions of any order, decree or judgment of any court or governmental body
which materially and adversely affects its business or its ability to consummate
the transactions herein contemplated.

      5.10 Material Contracts. There are no material contracts outstanding to
which CGF is a party that have not been disclosed in the Registration Statement
(as defined in Section 3.13 below) or will not be otherwise disclosed to CIK
prior to the Effective Date.

      5.11 Undisclosed Liabilities. Since December 31, 2000, there has not been
any material adverse change in CGF's financial condition, assets, liabilities or
business and CGF has no known liabilities of a material amount, contingent or
otherwise, required to be disclosed in a balance sheet in accordance with GAAP
other than those shown on CGF's statements of assets, liabilities and capital
referred to above, those incurred in the ordinary course of its business as an
investment company since


                                      A-5
<PAGE>

December 31, 2000, and those incurred in connection with the Reorganization.
There are no contracts or other commitments (other than this Agreement) of CGF
which will be terminated with liability to CGF prior to the Effective Date.
Prior to the Effective Date, CGF will advise CIK in writing of all known
liabilities, contingent or otherwise, whether or not incurred in the ordinary
course of business, existing or accrued. For purposes of this Section 5.11, a
decline in net asset value per share of CGF due to declines in market values of
securities in CGF's portfolio or the discharge of CGF liabilities will not
constitute a material adverse change.

      5.12 Tax Filings. All federal and other tax returns and information
reports of CGF required by law to have been filed shall have been filed and are
or will be correct in all material respects, and all federal and other taxes
shown as due or required to be shown as due on said returns and reports shall
have been paid or provision shall have been made for the payment thereof, and,
to the best of CGF's knowledge, no such return is currently under audit and no
assessment has been asserted with respect to such returns. All tax liabilities
of CGF have been adequately provided for on its books, and no tax deficiency or
liability of CGF has been asserted and no question with respect thereto has been
raised by the Internal Revenue Service or by any state or local tax authority
for taxes in excess of those already paid, up to and including the taxable year
in which the Effective Date occurs.

      5.13 Qualification Under Subchapter M. For each taxable year of its
operation (including the taxable year ending on the Effective Date), CGF has met
the requirements of Subchapter M of the Code for qualification as a RIC and has
elected to be treated as such, has been eligible to and has computed its federal
income tax under Section 852 of the Code, and will have distributed
substantially all of its investment company taxable income and net realized
capital gain (as defined in the Code) that has accrued through the Effective
Date.

      5.14 Form N-14. The registration statement to be filed by CIK on Form N-14
relating to CIK Shares to be issued pursuant to this Agreement, and any
supplement or amendment thereto or to the documents therein (as amended, the
"Registration Statement"), on the effective date of the Registration Statement,
at the time of the shareholders' meetings referred to in Article 6 of this
Agreement and at the Effective Date, insofar as it relates to CGF (i) shall have
complied or will comply in all material respects with the provisions of the 1933
Act, the 1934 Act and the 1940 Act and the rules and regulations thereunder and
(ii) did not and will not contain any untrue statement of a material fact or
omit to state any material fact required to be stated therein or necessary to
make the statements therein not misleading; and the prospectus included therein
did not and will not contain any untrue statement of a material fact or omit to
state any material fact necessary to make the statements therein, in light of
the circumstances under which they were made, not misleading; PROVIDED, HOWEVER,
that the representations and warranties in this Section 5.14 shall only apply to
statements in, or omissions from, the Registration Statement made in reliance
upon and in conformity with information furnished by CGF for use in the
Registration Statement.

      5.15 Capitalization.

      (a) All issued and outstanding shares of CGF (i) have been offered and
sold in compliance in all material respects with applicable registration
requirements of the 1933 Act and state securities laws, (ii) are, and on the
Effective Date will be, duly and validly issued and outstanding, fully paid and
non-assessable, and (iii) will be held at the time of the Closing by the persons
and in the amounts set forth in the records of the transfer agent as provided in
Section 6.7. CGF does not have outstanding any options, warrants or other rights
to subscribe for or purchase any CGF shares, nor is there outstanding any
security convertible into, or exchangeable for, any CGF shares.


                                      A-6
<PAGE>

      (b) CGF is authorized to issue 100,000,000 shares of stock, par value
$0.001 per share, all of which shares are classified as Common Stock and each
outstanding share of which is fully paid, non-assessable and has full voting
rights.

      5.16 Books and Records. The books and records of CGF made available to CIK
are substantially true and correct and contain no material misstatements or
omissions with respect to the operations of CGF.

      5.17 CIK Shares. The CIK Shares to be issued hereunder are not being
acquired for the purpose of making any distribution thereof other than in
accordance with the terms of this Agreement.

6. REPRESENTATIONS AND WARRANTIES OF CREDIT SUISSE ASSET MANAGEMENT INCOME
   FUND, INC.

      CIK represents and warrants to CGF that the statements contained in this
Article 6 are correct and complete in all material respects as of the execution
of this Agreement on the date hereof. CIK represents and warrants to, and agrees
with, CGF that:

      6.1 Organization. CIK is a corporation duly organized and validly existing
under the laws of the State of Maryland and is in good standing with the
Department, and has the corporate power to own all of its assets and to carry on
its business as it is now being conducted and to carry out this Agreement.

      6.2 Registrations and Qualifications. CIK is duly registered under the
1940 Act as a closed-end, diversified management investment company (File No.
811-05012) and such registration has not been revoked or rescinded and is in
full force and effect. CIK has elected and qualified for the special tax
treatment afforded RICs under Sections 851-855 of the Code at all times since
its inception. CIK is qualified as a foreign corporation in every jurisdiction
where required, except to the extent that failure to so qualify would not have a
material adverse effect on CIK.

      6.3 Regulatory Consents and Approvals. No consent, approval, authorization
or order of any court or governmental authority is required for the consummation
by CIK of the transactions contemplated herein, except (i) such as have been
obtained or applied for under the 1933 Act, the 1934 Act and the 1940 Act, (ii)
such as may be required by state securities laws and (iii) such as may be
required under Maryland law for the acceptance for record of the Articles of
Transfer by the Department.

      6.4 Noncontravention. CIK is not, and the execution, delivery and
performance of this Agreement by CIK will not result, in violation of the laws
of the State of Maryland or of the Articles of Incorporation or the By-laws of
CIK, or of any material agreement, indenture, instrument, contract, lease or
other undertaking to which CIK is a party or by which it is bound, and the
execution, delivery and performance of this Agreement by CIK will not result in
the acceleration of any obligation, or the imposition of any penalty, under any
agreement, indenture, instrument, contract, lease, judgment or decree to which
CIK is a party or by which it is bound.

      6.5 Financial Statements. CGF has been furnished with a statement of
assets, liabilities and capital and a schedule of investments of CIK, each as of
December 31, 2000, said financial statements having been examined by
PricewaterhouseCoopers LLP, independent public accountants. These financial
statements are in accordance with GAAP and present fairly, in all material
respects, the financial position of CIK as of such date in accordance with GAAP,
and there are no known contingent liabilities of CIK required to be reflected on
a balance sheet (including the notes thereto) in accordance with GAAP as of such
date not disclosed therein.


                                      A-7
<PAGE>

      6.6 Title to Assets. At the Effective Date, CIK will have good and
marketable to its assets.

      6.7 Annual Report. CGF has been furnished with CIK's Annual Report to
Shareholders for the fiscal year ended December 31, 2000.

      6.8 Qualification, Corporate Power, Authorization of Transaction. CIK has
full power and authority to enter into and perform its obligations under this
Agreement. The execution, delivery and performance of this Agreement has been
duly authorized by all necessary action of its Board of Directors, and, subject
to shareholder approval, this Agreement constitutes a valid and binding contract
enforceable in accordance with its terms, subject to the effects of bankruptcy,
insolvency, moratorium, fraudulent conveyance and similar laws relating to or
affecting creditors' rights generally and court decisions with respect thereto.

      6.9 Legal Compliance. Except as may have been previously disclosed to and
accepted by CGF, no material litigation or administrative proceeding or
investigation of or before any court or governmental body is presently pending
(in which service of process has been received) or, to its knowledge, threatened
against CIK or any properties or assets held by it. Except as may have been
previously disclosed to and accepted by CGF, CIK knows of no facts which might
form the basis for the institution of such proceedings which would materially
and adversely affect its business and is not a party to or subject to the
provisions of any order, decree or judgment of any court or governmental body
which materially and adversely affects its business or its ability to consummate
the transactions herein contemplated.

      6.10 Material Contracts. There are no material contracts outstanding to
which CIK is a party that have not been disclosed in the Registration Statement
or will not be otherwise disclosed to CGF prior to the Effective Date.

      6.11 Undisclosed Liabilities. Since December 31, 2000, there has not been
any material adverse change in CIK's financial condition, assets, liabilities,
or business and CIK has no known liabilities of a material amount, contingent or
otherwise, required to be disclosed in a balance sheet with GAAP other than
those shown on CIK's statements of assets, liabilities and capital referred to
above, those incurred in the ordinary course of its business as an investment
company since December 31, 2000, and those incurred in connection with the
Reorganization. Prior to the Effective Date, CIK will advise CGF in writing of
all known liabilities, contingent or otherwise, whether or not incurred in the
ordinary course of business, existing or accrued. For purposes of this Section
6.11, a decline in net asset value per share of CIK due to declines in market
values of securities in CIK's portfolio or the discharge of CIK liabilities will
not constitute a material adverse change.

      6.12 Tax Filings. All federal and other tax returns and information
reports of CIK required by law to have been filed shall have been filed and are
or will be correct in all material respects, and all federal and other taxes
shown as due or required to be shown as due on said returns and reports shall
have been paid or provision shall have been made for the payment thereof, and,
to the best of CIK's knowledge, no such return is currently under audit and no
assessment has been asserted with respect to such returns. All tax liabilities
of CIK have been adequately provided for on its books, and no tax deficiency or
liability of CIK has been asserted and no question with respect thereto has been
raised by the Internal Revenue Service or by any state or local tax authority
for taxes in excess of those already paid, up to and including the taxable year
in which the Effective Date occurs.

      6.13 Qualification Under Subchapter M. For each taxable year of its
operation, CIK has met the requirements of Subchapter M of the Code for
qualification as a RIC and has elected to be treated as such, has been eligible
to and has computed its federal income tax under Section 852 of the Code, and


                                      A-8
<PAGE>

will have distributed substantially all of its investment company taxable income
and net realized capital gain (as defined in the Code) that has accrued through
the Effective Date.

      6.14 Form N-14. The Registration Statement, on the effective date of the
Registration Statement, at the time of the shareholders' meetings referred to in
Section 6 of this Agreement and at the Effective Date, insofar as it relates to
CIK (i) shall have complied or will comply in all material respects with the
provisions of the 1933 Act, the 1934 Act and the 1940 Act and the rules and
regulations thereunder and (ii) did not and will not contain any untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein not misleading; and
the prospectus included therein did not and will not contain any untrue
statement of a material fact or omit to state any material fact necessary to
make the statements therein, in light of the circumstances under which they were
made, not misleading; PROVIDED, HOWEVER, that the representations and warranties
in this Section 4.13 shall not apply to statements in, or omissions from, the
Registration Statement made in reliance upon and in conformity with information
furnished by CGF for use in the Registration Statement.

      6.15 Capitalization.

      (a) All issued and outstanding shares of CIK (i) have been offered and
sold in compliance in all material respects with applicable registration
requirements of the 1933 Act and state securities laws, (ii) are, and on the
Effective Date will be, duly and validly issued and outstanding, fully paid and
non-assessable, and (iii) will be held at the time of the Closing by the persons
and in the amounts set forth in the records of the transfer agent. CIK does not
have outstanding any options, warrants or other rights to subscribe for or
purchase any CIK shares, nor is there outstanding any security convertible into,
or exchangeable for, any CIK shares.

      (b) CIK is authorized to issue 100,000,000 shares of stock, par value
$0.001 per share, all of which shares are classified as Common Stock and each
outstanding share of which is fully paid, non-assessable and has full voting
rights.

      6.16 Issuance of Stock.

      (a) The offer and sale of the shares to be issued pursuant to this
Agreement shall be in compliance with all applicable federal and state
securities laws.

      (b) The CIK Shares to be issued and delivered to CGF, for the account of
CGF's shareholders pursuant to the terms of this Agreement will at the Effective
Date have been duly authorized and when so issued and delivered, will be duly
and validly issued CIK Shares, and will be fully paid and non-assessable with no
personal liability attaching to the ownership thereof.

      (c) At or prior to the Effective Date, CIK shall have obtained any and all
regulatory, director and shareholder approvals necessary to issue CIK Shares.

      6.17 Books and Records. The books and records of CIK made available to CGF
are substantially true and correct and contain no material misstatements or
omissions with respect to the operations of CIK.


                                      A-9
<PAGE>

7. COVENANTS OF THE PARTIES

      7.1 Shareholders' Meetings.

      (a) Each of the Parties shall hold a meeting of its respective
shareholders for the purpose of considering the Reorganization as described
herein, which meeting has been called by each Party for May 1, 2001, and any
adjournments thereof.

      (b) Each of the Parties agrees to mail to each of its respective
shareholders of record entitled to vote at the meeting of shareholders at which
action is to be considered regarding the Reorganization, in sufficient time to
comply with requirements as to notice thereof, a combined Proxy Statement and
Prospectus which complies in all material respects with the applicable
provisions of Section 14(a) of the 1934 Act and Section 20(a) of the 1940 Act,
and the rules and regulations, respectively, thereunder.

      7.2 Operations in the Normal Course. Each Party covenants to operate its
business in the ordinary course between the date hereof and the Effective Date,
it being understood that such ordinary course of business will include (i) the
declaration and payment of customary dividends and other distributions and (ii)
in the case of CGF, preparing for its dissolution and deregistration, except
that the distribution of dividends pursuant to Sections 7.11 and 8.9 of this
Agreement shall not be deemed to constitute a breach of the provisions of this
Section 6.2.

      7.3 Articles of Transfer. The Parties agree that, as soon as practicable
after satisfaction of all conditions to the Reorganization, they will jointly
file executed Articles of Transfer with the Department and make all other
filings or recordings required by Maryland law in connection with the
Reorganization.

      7.4 Regulatory Filings.

      (a) CGF undertakes that, if the Reorganization is consummated, it will
file, or cause its agents to file, an application pursuant to Section 8(f) of
the 1940 Act for an order declaring that CGF has ceased to operate as a
registered investment company.

      (b) CIK will file the Registration Statement with the Securities and
Exchange Commission ("SEC") and will use its best efforts to ensure that the
Registration Statement becomes effective as promptly as practicable. CGF agrees
to cooperate fully with CIK, and will furnish to CIK the information relating to
itself to be set forth in the Registration Statement as required by the 1933
Act, the 1934 Act, the 1940 Act, the rules and regulations thereunder and the
state securities or blue sky laws.

      7.5 Preservation of Assets. CIK agrees that it has no plan or intention to
sell or otherwise dispose of the assets of CGF to be acquired in the
Reorganization, except for dispositions made in the ordinary course of business.

      7.6 Tax Matters. Each of the Parties agrees that by the Effective Date all
of its federal and other tax returns and reports required to be filed on or
before such date shall have been filed and all taxes shown as due on said
returns either have been paid or adequate liability reserves have been provided
for the payment of such taxes. In connection with this covenant, the Parties
agree to cooperate with each other in filing any tax return, amended return or
claim for refund, determining a liability for taxes or a right to a refund of
taxes or participating in or conducting any audit or other proceeding in respect
of taxes. CIK agrees to retain for a period of ten (10) years following the
Effective Date all returns, schedules and work papers and all material records
or other documents relating to tax matters of CGF for its final taxable year and
for all prior taxable periods. Any information obtained under this Section 7.6
shall be kept confidential except as otherwise may be necessary in connection
with the filing of returns or


                                      A-10
<PAGE>

claims for refund or in conducting an audit or other proceeding. After the
Effective Date, CIK shall prepare, or cause its agents to prepare, any federal,
state or local tax returns, including any Forms 1099, required to be filed and
provided to required persons by CGF with respect to its final taxable years
ending with the Effective Date and for any prior periods or taxable years for
which the due date for such return has not passed as of the Effective Date and
further shall cause such tax returns and Forms 1099 to be duly filed with the
appropriate taxing authorities and provided to required persons. Notwithstanding
the aforementioned provisions of this Section 7.6, any expenses incurred by CIK
(other than for payment of taxes) in excess of any accrual for such expenses by
CGF in connection with the preparation and filing of said tax returns and Forms
1099 after the Effective Date shall be borne by CIK.

      7.7 Delisting, Termination of Registration as an Investment Company. CGF
agrees that the (i) delisting of the shares of CGF with the NYSE, (ii)
termination of its registration as a RIC and (iii) its dissolution under
Maryland law will be effected in accordance with applicable law as soon as
practicable following the Effective Date.

      7.8 Transfer Taxes. Any transfer taxes payable upon issuance of CIK Shares
in a name other than the registered holder of shares of CGF on the books of CGF
as of that time shall, as a condition of such issuance and transfer, be paid by
the person to whom such CIK Shares are to be issued and transferred.

      7.9 Reporting. Any reporting responsibility of CGF is and shall remain the
responsibility of CGF up to and including the applicable Effective Date and such
later dates on which CGF is terminated.

      7.10 Surrender of CGF Stock Certificates. With respect to any CGF
shareholder holding certificates representing shares of CGF as of the Effective
Date, and subject to CIK being informed thereof in writing by CGF, CIK will not
permit such shareholder to receive new certificates evidencing ownership of CIK
Shares until such shareholder has surrendered his or her outstanding
certificates evidencing ownership of shares of CGF or, in the event of lost
certificates, posted adequate bond. CGF will request its shareholders to
surrender their outstanding certificates representing certificates of shares of
CGF or post adequate bond therefor. Dividends payable to holders of record of
CIK Shares as of any date after the Effective Date and prior to the exchange of
certificates by any shareholder of CGF shall be paid to such shareholder,
without interest; however, such dividends shall not be paid unless and until
such shareholder surrenders his or her stock certificates of CGF for exchange.

8. CONDITIONS PRECEDENT TO OBLIGATIONS OF CREDIT SUISSE ASSET MANAGEMENT
   INCOME FUND, INC.

      The obligations of CIK hereunder shall be subject to the following
conditions:

      8.1 Approval of Reorganization. This Agreement shall have been approved by
(i) the affirmative vote of the holders of a majority of the shares of Common
Stock of CGF issued and outstanding and entitled to vote thereon and (ii) the
affirmative vote of a majority of the CIK Shares voted thereon, provided also
that the votes cast represent at least a majority of the shares of Common Stock
of CIK issued and outstanding and entitled to vote thereon; and CGF shall have
delivered to CIK a copy of the resolutions approving this Agreement adopted by
its Board of Directors and shareholders, certified by its secretary.

      8.2 Certificates and Statements by Credit Suisse Asset Management
Strategic Global Income Fund, Inc.


                                      A-11
<PAGE>

      (a) CGF shall have furnished a statement of assets, liabilities and
capital, together with a schedule of investments with their respective dates of
acquisition and tax costs, certified on its behalf by its President (or any Vice
President) and its Treasurer, and a certificate executed by both such officers,
dated the Effective Date, certifying that there has been no material adverse
change in its financial position since December 31, 2000, other than changes in
its portfolio securities since that date or changes in the market value of its
portfolio securities.

      (b) CGF shall have furnished to CIK a certificate signed by its President
(or any Vice President), dated the Effective Date, certifying that as of the
Effective Date, all representations and warranties made in this Agreement are
true and correct in all material respects as if made at and as of such date and
each has complied with all of the agreements and satisfied all of the conditions
on its part to be performed or satisfied at or prior to such dates.

      (c) CGF shall have delivered to CIK a letter from PricewaterhouseCoopers
LLP, dated the Effective Date, stating that such firm has performed a limited
review of the federal, state and local income tax returns for the period ended
December 31, 2000, and that based on such limited review, nothing came to their
attention which caused them to believe that such returns did not properly
reflect, in all material respects, the federal, state and local income taxes of
CGF for the period covered thereby; and that for the period from December 31,
2000 to and including the Effective Date and for any taxable year ending upon
the effective Date, such firm has performed a limited review to ascertain the
amount of such applicable federal, state and local taxes, and has determined
that either such amount has been paid or reserves have been established for
payment of such taxes, this review to be based on unaudited financial data; and
that based on such limited review, nothing has come to their attention which
caused them to believe that the taxes paid or reserves set aside for payment of
such taxes were not adequate in all material respects for the satisfaction of
federal, state and local taxes for the period from December 31, 2000, to and
including the Effective Date and for any taxable year ending upon the Effective
Date or that CGF would not continue to qualify as a RIC for federal income tax
purposes.

      8.3 Absence of Litigation. There shall be no material litigation pending
with respect to the matters contemplated by this Agreement, except as may have
been previously disclosed to and accepted by CIK.

      8.4 Legal Opinions.

      (a) CIK shall have received an opinion of Willkie Farr & Gallagher, as
counsel to CGF, in form and substance reasonably satisfactory to CIK and dated
the Effective Date, to the effect that (i) CGF is a corporation duly organized
and validly existing under the laws of the State of Maryland and in good
standing with the Department; (ii) CGF has the corporate power to carry on its
business as presently conducted in accordance with the description thereof in
CIK's Registration Statement, (iii) the Agreement has been duly authorized,
executed and delivered by CGF and constitutes a valid and legally binding
obligation of CGF, enforceable in accordance with its terms, except as
enforceability may be limited by bankruptcy, insolvency, reorganization or other
similar laws pertaining to the enforcement of creditors' rights generally and by
equitable principles; (iv) to such counsel's knowledge, no consent, approval,
authorization or order of any United States federal or Maryland state court or
governmental authority is required for the consummation by CGF of the
Reorganization, except such as may be required and have been obtained under the
1933 Act, the 1934 Act, the 1940 Act, the published rules and regulations of the
SEC thereunder and under Maryland law and such as may be required by state
securities or blue sky laws; (v) the Registration Statement has become effective
under the 1933 Act, no stop order suspending the effectiveness of the
Registration Statement has been issued and no proceedings for that purpose have
been instituted or are pending or contemplated under the 1933 Act, and with
respect to CGF, the Registration Statement, and each amendment or supplement
thereto, as of their respective effective dates, appear on


                                      A-12
<PAGE>

their face to be appropriately responsive in all material respects to the
requirement of the 1933 Act, the 1934 Act and the 1940 Act and the published
rules and regulations of the SEC thereunder; (vi) such counsel does not know of
any statutes, legal or governmental proceedings or contracts with respect to CGF
or other documents related to the Reorganization of a character required to be
described in the Registration Statement which are not described therein or, if
required to be filed, filed as required; (vii) the execution and delivery of
this Agreement does not, and the consummation of the Reorganization will not,
violate any material provision of the Articles of Incorporation, as amended, the
by-laws, as amended, or any agreement (known to such counsel) to which CGF is a
party or by which CGF is bound; (viii) to the best of such counsel's knowledge,
no material suit, action or legal or administrative proceeding is pending or
threatened against CGF; and (ix) all corporate actions required to be taken by
CGF to authorize this Agreement and to effect the Reorganization have been duly
authorized by all necessary corporate actions on behalf of CGF. Such counsel
shall also state that (A) while such counsel cannot make any representation as
to the accuracy or completeness of statements of fact in the Registration
Statement or any amendment or supplement thereto with respect to CGF, nothing
has come to their attention that would lead them to believe that, on the
respective effective dates of the Registration Statement and any amendment or
supplement thereto with respect to CGF, (1) the Registration Statement or any
amendment or supplement thereto contained any untrue statement of a material
fact or omitted to state any material fact required to be stated therein or
necessary to make the statements therein not misleading with respect to CGF, and
(2) the prospectus included in the Registration Statement contained any untrue
statement of a material fact or omitted to state any material fact necessary to
make the statements therein, in the light of the circumstances under which they
were made, not misleading with respect to CGF; provided that such counsel need
not express any opinion or belief as to the financial statements, other
financial data, statistical data or information relating to CGF contained or
incorporated by reference in the Registration Statement. In giving the opinion
set forth above, Willkie Farr & Gallagher may state that it is relying on
certificates of officers of CGF with regard to matters of fact and certain
certificates and written statements of governmental officials with respect to
the good standing of CGF and on the opinion of Venable, Baetjer and Howard, LLP,
as to matters of Maryland law.

      (b) CIK shall have received an opinion from Willkie Farr & Gallagher, as
counsel to CGF, dated the Effective Date, to the effect that for federal income
tax purposes (i) the Reorganization as provided in this Agreement will
constitute a reorganization within the meaning of Section 368(a)(1)(C) 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 shareholders of
CGF upon the conversion of their 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 CGF assets 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 CIK Shares received by each shareholder of CGF
in the Reorganization (including that of fractional share interests purchased
from such shareholder by the Surviving Fund) will be equal, in the aggregate, to
the tax basis of the shares of CGF owned by such shareholder immediately prior
to the Reorganization; (vii) a shareholder's holding period for CIK Shares
(including that of fractional share interests purchased from such shareholder by
the Surviving Fund) will be determined by including the period for which he or
she held shares of CGF exchanged pursuant to the Reorganization, provided, that
such shares of CGF were held as capital assets; (viii) CIK's holding period with
respect to the CGF assets transferred will include the period for which such
assets were held by CGF; and (ix) the payment of cash to a CGF shareholder in
lieu of fractional CIK Shares will be treated as though the fractional 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 shares, provided that the shares of CGF exchanged pursuant to the
Reorganization were held as


                                      A-13
<PAGE>

capital assets immediately prior to such exchange and that the shareholder's
proportionate interest in CIK will be reduced as a result of such cash
distribution.

      8.5 Auditor's Consent and Certification. CIK shall have received from
PricewaterhouseCoopers LLP a letter dated as of the effective date of the
Registration Statement and a similar letter dated within five days prior to the
Effective Date, in form and substance satisfactory to CIK, to the effect that
(i) they are independent public auditors with respect to CGF within the meaning
of the 1933 Act and the applicable published rules and regulations thereunder;
and (ii) in their opinion, the financial statements of CGF audited by
PricewaterhouseCoopers LLP which are included or incorporated by reference in
the Registration Statement and reported on by them comply as to form in all
material respects with the applicable accounting requirements of the 1933 Act
and the published rules and regulations thereunder.

      8.6 Liabilities. The assets or liabilities of CGF to be transferred to CIK
shall not include any assets or liabilities which CIK, by reason of limitations
in its investment objective and policies as in effect upon the consummation of
the Reorganization or Articles of Incorporation, may not properly acquire or
assume. CIK does not anticipate that there will be any such assets or
liabilities but CIK will notify CGF if any do exist and will reimburse CGF for
any reasonable transaction costs incurred by CGF for the liquidation of such
assets and liabilities.

      8.7 Effectiveness of Registration Statement. The Registration Statement
shall have become effective under the 1933 Act and no stop order suspending such
effectiveness shall have been instituted or, to the knowledge of CIK,
contemplated by the SEC.

      8.8 Regulatory Filings.

      (a) CIK shall have received from the SEC such orders or interpretations as
Willkie Farr & Gallagher, as counsel to CIK, deems reasonably necessary or
desirable under the 1933 Act and the 1940 Act in connection with the
Reorganization, PROVIDED, that such counsel shall have requested such orders as
promptly as practicable, and all such orders shall be in full force and effect.

      (b) Any applicable waiting period under the HSR Act relating to the
transactions contemplated hereby shall have expired or been terminated.

      8.9 Administrative Rulings, Proceedings. The SEC shall not have issued an
unfavorable advisory report under Section 25(b) of the 1940 Act, nor instituted
or threatened to institute any proceeding seeking to enjoin consummation of the
Reorganization under Section 25(c) of the 1940 Act; and no other legal,
administrative or other proceeding shall be instituted or threatened which would
materially affect the financial condition of CGF or would prohibit the
Reorganization.

      8.10 Satisfaction of Credit Suisse Asset Management Income Fund, Inc. All
proceedings taken by CGF and its counsel in connection with the Reorganization
and all documents incidental thereto shall be satisfactory in form and substance
to CIK.

      8.11 Dividends. Prior to the Effective Date, CGF shall have declared and
paid a dividend or dividends which, together with all such previous dividends,
shall have the effect of distributing to its shareholders substantially all of
its net investment company taxable income that has accrued through the Effective
Date, if any (computed without regard to any deduction of dividends paid), and
substantially all of its net capital gain, if any, realized through the
Effective Date.


                                      A-14
<PAGE>

      8.12 Custodian's Certificate. CGF's custodian shall have delivered to CIK
a certificate identifying all of the assets of CGF held or maintained by such
custodian as of the Valuation Time.

      8.13 Books and Records. CGF's transfer agent shall have provided to CIK
(i) the originals or true copies of all of the records of CGF in the possession
of such transfer agent as of the Effective Date, (ii) a certificate setting
forth the number of shares of CGF outstanding as of the Valuation Time, and
(iii) the name and address of each holder of record of any shares and the number
of shares held of record by each such shareholder.

9. CONDITIONS PRECEDENT TO THE OBLIGATIONS OF CREDIT SUISSE ASSET MANAGEMENT
   STRATEGIC GLOBAL INCOME FUND, INC.

      The obligations of CGF hereunder shall be subject to the following
conditions:

      9.1 Approval of Reorganization. This Agreement shall have been approved by
(i) the affirmative vote of the holders of a majority of the shares of Common
Stock of CGF issued and outstanding and entitled to vote thereon and (ii) the
affirmative vote of a majority of the CIK Shares voted thereon, provided also
that the votes cast represent at least a majority of the shares of Common Stock
of CIK issued and outstanding and entitled to vote thereon; and CIK shall have
delivered to CGF a copy of the resolutions approving this Agreement adopted by
its Board of Directors and shareholders, certified by its secretary.

      9.2 Certificates and Statements by Credit Suisse Asset Management Income
Fund, Inc.

      (a) CIK shall have furnished a statement of assets, liabilities and
capital, together with a schedule of investments with their respective dates of
acquisition and tax costs, certified on its behalf by its President (or any Vice
President) and its Treasurer, and a certificate executed by both such officers,
dated the Effective Date, certifying that there has been no material adverse
change in its financial position since December 31, 2000, other than changes in
its portfolio securities since that date or changes in the market value of its
portfolio securities.

      (b) CIK shall have furnished to CGF a certificate signed by its President
(or any Vice President), dated the Effective Date, certifying that as of the
Effective Date, all representations and warranties made in this Agreement are
true and correct in all material respects as if made at and as of such date and
each has complied with all of the agreements and satisfied all of the conditions
on its part to be performed or satisfied at or prior to such dates.

      (c) CIK shall have delivered to CGF a letter from PricewaterhouseCoopers
LLP, dated the Effective Date, stating that such firm has performed a limited
review of the federal, state and local income tax returns for the period ended
December 31, 2000, and that based on such limited review, nothing came to their
attention which caused them to believe that such returns did not properly
reflect, in all material respects, the federal, state and local income taxes of
CIK for the period covered thereby; and that for the period from December 31,
2000 to and including the Effective Date, such firm has performed a limited
review to ascertain the amount of such applicable federal, state and local
taxes, and has determined that either such amount has been paid or reserves
established for payment of such taxes, this review to be based on unaudited
financial data; and that based on such limited review, nothing has come to their
attention which caused them to believe that the taxes paid or reserves set aside
for payment of such taxes were not adequate in all material respects for the
satisfaction of federal, state and local taxes for the period from December 31,
2000, to and including the Effective Date or that CIK would not continue to
qualify as a RIC for federal income tax purposes.


                                      A-15
<PAGE>

      9.3 Absence of Litigation. There shall be no material litigation pending
with respect to the matters contemplated by this Agreement, except as may have
been previously disclosed to and accepted by CGF.

      9.4 Legal Opinions.

      (a) CGF shall have received an opinion of Willkie Farr & Gallagher, as
counsel to CIK, in form and substance reasonably satisfactory to CGF and dated
the Effective Date, to the effect that (i) CIK is a corporation duly organized
and validly existing under the laws of the State of Maryland and in good
standing with the Department; (ii) CIK has the corporate power to carry on its
business as presently conducted in accordance with the description thereof in
CIK's Registration Statement; (iii) the Agreement has been duly authorized,
executed and delivered by CIK, and constitutes a valid and legally binding
obligation of CIK, enforceable in accordance with its terms, except as
enforceability may be limited by bankruptcy, insolvency, reorganization or other
similar laws pertaining to the enforcement of creditors' rights generally and by
equitable principles; (iv) to such counsel's knowledge, no consent, approval,
authorization or order of any United States federal or Maryland state court or
governmental authority is required for the consummation by CIK of the
Reorganization, except such as may be required and have been obtained under the
1933 Act, the 1934 Act, the 1940 Act and the published rules and regulations of
the SEC thereunder and under Maryland law and such as may be required under
state securities or blue sky laws; (v) the Registration Statement has become
effective under the 1933 Act, no stop order suspending the effectiveness of the
Registration Statement has been issued and no proceedings for that purpose have
been instituted or are pending or contemplated under the 1933 Act, and, with
respect to CIK, the Registration Statement, and each amendment or supplement
thereto, as of their respective effective dates, appear on their face to be
appropriately responsive in all material respects to the requirements of the
1933 Act, the 1934 Act and the 1940 Act and the published rules and regulations
of the SEC thereunder; (vi) such counsel does not know of any statutes, legal or
governmental proceedings or contracts with respect to CIK or other documents
related to the Reorganization of a character required to be described in the
Registration Statement which are not described therein or, if required to be
filed, filed as required; (vii) the execution and delivery of this Agreement
does not, and the consummation of the Reorganizations will not, violate any
material provision of the Articles of Incorporation, as amended, the by-laws, as
amended, or any agreement (known to such counsel) to which CIK is a party or by
which CIK is bound; (viii) to the best of such counsel's knowledge, no material
suit, action or legal or administrative proceeding is pending or threatened
against CIK; and (ix) all corporate actions required to be taken by CIK to
authorize this Agreement and to effect the Reorganization have been duly
authorized by all necessary corporate actions on behalf of CIK. Such counsel
shall also state that (A) while such counsel cannot make any representation as
to the accuracy or completeness of statements of fact in the Registration
Statement or any amendment or supplement thereto with respect to CIK, nothing
has come to their attention that would lead them to believe that, on the
respective effective dates of the Registration Statement and any amendment or
supplement thereto, (1) the Registration Statement or any amendment or
supplement thereto contained any untrue statement of a material fact or omitted
to state any material fact required to be stated therein or necessary to make
the statements therein not misleading with respect to CIK; and (2) the
prospectus included in the Registration Statement contained any untrue statement
of a material fact or omitted to state any material fact necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading with respect to CIK; provided that such counsel need not
express any opinion or belief as to the financial statements, other financial
data, statistical data or information relating to CIK contained or incorporated
by reference in the Registration Statement. In giving the opinion set forth
above, Willkie Farr & Gallagher may state that it is relying on certificates of
officers of CIK with regard to matters of fact and certain certificates and
written statements of governmental officials with respect to the good standing
of CIK and on the opinion of Venable, Baetjer and Howard, LLP as to matters of
Maryland law.


                                      A-16
<PAGE>

      (b) CGF shall have received an opinion from Willkie Farr & Gallagher and
dated the Effective Date, to the effect that for federal income tax purposes (i)
the Reorganization as provided in this 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 the shares of CGF 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 shareholders of
CGF upon the conversion of their 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 CGF assets 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 CIK Shares received by each shareholder of CGF
in the Reorganization (including that of fractional share interests purchased
from such shareholder by CIK) will be equal, in the aggregate, to the tax basis
of the shares of CGF owned by such shareholder immediately prior to the
Reorganization; (vii) a shareholder's holding period for CIK Shares (including
that of fractional share interests purchased from such shareholder by CIK) will
be determined by including the period for which he or she held the shares of CGF
exchanged pursuant to the Reorganization, provided, that such shares of CGF were
held as capital assets; (viii) CIK's holding period with respect to the CGF
assets transferred will include the period for which such assets were held by
CGF; and (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 shares of CGF exchanged therefor pursuant to the
Reorganization were held as capital assets immediately prior to such exchange
and that the shareholder's proportionate interest in CIK will be reduced as a
result of such cash distribution.

      9.5 Auditor's Consent and Certification. CGF shall have received from
PricewaterhouseCoopers LLP a letter dated as of the effective date of the
Registration Statement and a similar letter dated within five days prior to the
Effective Date, in form and substance satisfactory to CGF, to the effect that
(i) they are independent public auditors with respect to CIK within the meaning
of the 1933 Act and the applicable published rules and regulations thereunder;
and (ii) in their opinion, the financial statements of CIK audited by
PricewaterhouseCoopers LLP which are included or incorporated by reference in
the Registration Statement and reported on by them comply as to form in all
material respects with the applicable accounting requirements of the 1933 Act
and the published rules and regulations thereunder.

      9.6 Effectiveness of Registration Statement. The Registration Statement
shall have become effective under the 1933 Act and no stop order suspending such
effectiveness shall have been instituted or, to the knowledge of CGF,
contemplated by the SEC.

      9.7 Regulatory Filings.

      (a) CGF shall have received from the SEC such orders or interpretations as
Willkie Farr & Gallagher, as counsel to CGF, deems reasonably necessary or
desirable under the 1933 Act and the 1940 Act in connection with the
Reorganization, provided, that such counsel or counsel to CIK shall have
requested such orders as promptly as practicable, and all such orders shall be
in full force and effect. Any applicable waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR Act") relating to
the transactions contemplated hereby shall have expired or been terminated.

      (b) The SEC shall not have issued an unfavorable advisory report under
Section 25(b) of the 1940 Act, nor instituted or threatened to institute any
proceeding seeking to enjoin consummation of the Reorganization under Section
25(c) of the 1940 Act; no other legal, administrative or other proceeding


                                      A-17
<PAGE>

shall be instituted or threatened which would materially affect the financial
condition of CGF or would prohibit the Reorganization.

      (c) CIK shall have received from any relevant state securities
administrator such order or orders as are reasonably necessary or desirable
under the 1933 Act, the 1934 Act, the 1940 Act and any applicable state
securities or blue sky laws in connection with the transactions contemplated
hereby, and that all such orders shall be in full force and effect.

      9.8 Satisfaction of Credit Suisse Asset Management Strategic Global Income
Fund, Inc. All proceedings taken by CIK and its counsel in connection with the
Reorganization and all documents incidental thereto shall be satisfactory in
form and substance to CGF.

10. PAYMENT OF EXPENSES

      10.1 Allocation. All expenses incurred in connection with the
Reorganization shall be allocated equally between CIK and CGF in the event the
Reorganization is consummated. Such expenses shall include, but not be limited
to, all costs related to the preparation and distribution of the Registration
Statement, proxy solicitation expenses, legal and accounting fees, SEC
registration fees and NYSE listing fees. Neither of the Parties owes any
broker's or finder's fees in connection with the transactions provided for
herein.

11. COOPERATION FOLLOWING EFFECTIVE DATE

      In case at any time after the Effective Date any further action is
necessary to carry out the purposes of this Agreement, each of the Parties will
take such further action (including the execution and delivery of such further
instruments and documents) as any other Party may reasonably request, all at the
sole cost and expense of the requesting Party (unless the requesting Party is
entitled to indemnification as described below). CGF acknowledges and agrees
that from and after the Effective Date, CIK shall be entitled to possession of
all documents, books, records, agreements and financial data of any sort
pertaining to CGF.

12. INDEMNIFICATION

      12.1 Credit Suisse Asset Management Strategic Global Income Fund, Inc. CIK
agrees to indemnify and hold harmless CGF and each of CGF's directors and
officers from and against any and all losses, claims, damages, liabilities or
expenses (including, without limitation, the payment of reasonable legal fees
and reasonable costs of investigation) to which CGF or any of its directors or
officers may become subject, insofar as any such loss, claim, damage, liability
or expense (or actions with respect thereto) arises out of or is based on any
breach by CIK of any of its representations, warranties, covenants or agreements
set forth in this Agreement.

      12.2 Credit Suisse Asset Management Income Fund, Inc. CGF agrees to
indemnify and hold harmless CIK and each of CIK's directors and officers from
and against any and all losses, claims, liabilities or expenses (including,
without limitation, the payment of reasonable legal fees and reasonable costs of
investigation) to which CIK or any of its directors or officers may become
subject, insofar as any such loss, claim, damage, liability or expense (or
actions with respect thereto) arises out of or is based on any breach by CGF of
any of its representations, warranties, covenants or agreements set forth in
this Agreement.


                                      A-18
<PAGE>

13. TERMINATION, POSTPONEMENT AND WAIVERS

      13.1 Termination. Notwithstanding anything to the contrary in this
Agreement, this Agreement may be terminated and the Reorganization abandoned at
any time (whether before or after adoption by the shareholders of each of the
Parties) prior to the Effective Date, or the Effective Date may be postponed,
(i) by mutual agreement of the Parties' Board of Directors; (ii) by the Board of
Directors of CIK if any of the obligations of CGF set forth in this Agreement
has not been fulfilled or waived by such Board or if CGF has made a material and
intentional misrepresentation herein or in connection herewith; or (iii) by the
Board of Directors of CGF if any of the obligations of CIK set forth in this
Agreement has not been fulfilled or waived by such Board or if CIK has made a
material and intentional misrepresentation herein or in connection herewith.

      (a) If the transaction contemplated by this Agreement shall not have been
consummated by September 30, 2001, this Agreement automatically shall terminate
on that date, unless a later date is mutually agreed to by the Boards of
Directors of the Parties.

      (b) In the event of termination of this Agreement pursuant to the
provisions hereof, the Agreement shall become void and have no further effect,
and there shall not be any liability hereunder on the part of either of the
Parties or their respective directors or officers, except for any such material
breach or intentional misrepresentation, as to each of which all remedies at law
or in equity of the party adversely affected shall survive.

      13.2 Waiver. At any time prior to the Effective Date, any of the terms or
conditions of this Agreement may be waived by the Board of Directors of either
CGF or CIK (whichever is entitled to the benefit thereof), if, in the judgment
of such Board after consultation with its counsel, such action or waiver will
not have a material adverse effect on the benefits intended in this Agreement to
the shareholders of the Fund, on behalf of which such action is taken.

      13.3 Expiration of Representations and Warranties.

      (a) The respective representations and warranties contained in Articles 5
and 6 of this Agreement shall expire with, and be terminated by, the
consummation of the Reorganization, and neither of the Parties nor any of their
officers, directors, agents or shareholders shall have any liability with
respect to such representations or warranties after the Effective Date. This
provision shall not protect any officer, director, agent or shareholder of the
Parties against any liability to the entity for which that officer, director,
agent or shareholder so acts or to its shareholders to which that officer,
director, agent or shareholder would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence, or reckless disregard of the duties in
the conduct of such office.

      (b) If any order or orders of the SEC with respect to this Agreement shall
be issued prior to the Effective Date and shall impose any terms or conditions
which are determined by action of the Boards of Directors of the Parties to be
acceptable, such terms and conditions shall be binding as if a part of this
Agreement without further vote or approval of the shareholders of the Parties,
unless such terms and conditions shall result in a change in the method of
computing the number of shares of CIK Shares to be issued pursuant to this
Agreement, in which event, unless such terms and conditions shall have been
included in the proxy solicitation materials furnished to the shareholders of
the Parties prior to the meetings at which the Reorganization shall have been
approved, this Agreement shall not be consummated and shall terminate unless the
Parties call special meetings of shareholders at which such conditions so
imposed shall be submitted for approval.


                                      A-19
<PAGE>

14. MISCELLANEOUS

      14.10 Transfer Restriction. Pursuant to Rule 145 under the 1933 Act, and
            in connection with the issuance of any shares to any person who at
            the time of the Reorganization is, to its knowledge, an affiliate of
            a party to the Reorganization pursuant to Rule 145(c), CIK shall
            cause to be affixed upon the certificate(s) issued to such person
            (if any) a legend as follows:

THESE SHARES ARE SUBJECT TO RESTRICTIONS ON TRANSFER UNDER THE SECURITIES ACT OF
1933 AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT TO CREDIT SUISSE ASSET
MANAGEMENT INCOME FUND, INC. (OR ITS STATUTORY SUCCESSOR) UNLESS (I) A
REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES
ACT OF 1933 OR (II) IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE
FUND, SUCH REGISTRATION IS NOT REQUIRED.

and, further, that stop transfer instructions will be issued to CIK's transfer
agent with respect to such shares. CGF will provide CIK on the Effective Date
with the name of any CGF Shareholder who is to the knowledge of CGF an affiliate
of it on such date.

      14.2 Material Provisions. All covenants, agreements, representations and
warranties made under this Agreement and any certificates delivered pursuant to
this Agreement shall be deemed to have been material and relied upon by each of
the parties, notwithstanding any investigation made by them or on their behalf.

      14.3 Notices. All notices, requests, demands, claims, and other
communications hereunder will be in writing. Any notice, request, demand, claim
or other communication hereunder shall be deemed duly given if (and then two
business days after) it is sent by registered or certified mail, return receipt
requested, postage prepaid, and addressed to the intended recipient as set forth
below:

            If to CGF:

                        Hal Liebes, Esq.
                        Senior Vice President
                        Credit Suisse Asset Management Strategic Global Income
                          Fund, Inc.
                        466 Lexington Avenue
                        New York, New York 10017
                        With copies to:

            With copies to:

                        Daniel Schloendorn, Esq.
                        Willkie Farr & Gallagher
                        787 Seventh Avenue
                        New York, New York 10019

                        Marco E. Adelfio, Esq.
                        Morrison & Foerster
                        2000 Pennsylvania Avenue, N.W.
                        Suite 5500
                        Washington, D.C. 20006


                                      A-20
<PAGE>

            If to CIK:

                        Hal Liebes, Esq.
                        Senior Vice President
                        Credit Suisse Asset Management Income Fund, Inc.
                        466 Lexington Avenue
                        New York, New York 10017

            With copies to:

                        Daniel Schloendorn, Esq.
                        Willkie Farr & Gallagher
                        787 Seventh Avenue
                        New York, New York 10019
                        Marco E. Adelfio, Esq.

                        Morrison & Foerster
                        2000 Pennsylvania Avenue, N.W.
                        Suite 5500
                        Washington, D.C. 20006

Any Party may send any notice, request, demand, claim or other communication
hereunder to the intended recipient at the address set forth above using any
other means (including personal delivery, expedited courier, messenger service,
telecopy, telex, ordinary mail, or electronic mail), but no such notice,
request, demand, claim, or other communication shall be deemed to have been duly
given unless and until it actually is received by the intended recipient. Any
Party may change the address to which notices, requests, demands, claims and
other communications hereunder are to be delivered by giving the other Parties
notice in the manner herein set forth.

      14.4 Amendments. This Agreement may be amended, modified or supplemented
in such manner as may be mutually agreed upon in writing by the authorized
officers of CGF and CIK; provided, however, that following the meeting of CGF
and CIK shareholders to approve the Reorganization, no such amendment may have
the effect of changing the provisions for determining the number of CIK shares
to be issued to CGF shareholders under this Agreement to the detriment of such
shareholders without their further approval.

      14.5 Headings. The Article headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.

      14.6 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original.

      14.7 Enforceability. Any term or provision of this Agreement that is
invalid or unenforceable in any situation in any jurisdiction shall not affect
the validity or enforceability of the remaining terms and provisions hereof or
the validity or enforceability of the offending term or provision in any other
situation or in any other jurisdiction.

      14.8 Successors and Assigns. This Agreement shall bind and inure to the
benefit of the parties hereto and their respective successors and assigns, but
no assignment or transfer hereof or of any rights or obligations hereunder shall
be made by any party without the written consent of the other party. Nothing
herein expressed or implied is intended or shall be construed to confer upon or
give any person, firm or


                                      A-21
<PAGE>

corporation, other than the parties hereto and the shareholders of the Parties
and their respective successors and assigns, any rights or remedies under or by
reason of this Agreement.

      14.9 Governing Law. This Agreement shall be governed by, and construed and
enforced in accordance with the laws of the State of New York, without regard to
its principles of conflicts of law.

      IN WITNESS WHEREOF, each of the Parties hereto has caused this Agreement
to be executed by its President or Vice President and its seal to be affixed
thereto and attested by its Secretary or Assistant Secretary.

                             CREDIT SUISSE ASSET MANAGEMENT INCOME FUND, INC.

                             By:
                                   ------------------------------------

                             Name:
                                   ------------------------------------

                             Attest:
                                   ------------------------------------

                             Title:
                                   ------------------------------------


                             CREDIT SUISSE ASSET MANAGEMENT STRATEGIC GLOBAL
                             INCOME FUND, INC.

                             By:
                                   ------------------------------------

                             Name:
                                   ------------------------------------

                             Attest:
                                   ------------------------------------

                             Title:
                                   ------------------------------------


                                      A-22
<PAGE>

                 (This page has been left blank intentionally.)


                                      A-23
<PAGE>

                                    EXHIBIT B

                                     FORM OF

                     NEW CSAM INVESTMENT ADVISORY AGREEMENT


<PAGE>

                CREDIT SUISSE ASSET MANAGEMENT INCOME FUND, INC.

                     RESTATED INVESTMENT ADVISORY AGREEMENT

            AGREEMENT, made as of the 5th day of February, 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 and to make 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:
<PAGE>

            (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


                                      -2-
<PAGE>

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 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 1940 Act and the Securities Act
      of 1933, as amended, on Form N-2 (No. 33-10851) (the "Registration
      Statement") as filed with the Securities and Exchange Commission (the
      "Commission") on September 27, 1996 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 September 27, 1996 (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


                                      -3-
<PAGE>

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 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 net assets of the Fund. This fee for each quarter
will be paid to the Adviser during the month succeeding such quarter.

            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 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,


                                      -4-
<PAGE>

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-
<PAGE>

            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 Pignataro
                                   ---------------------------------------------
                                   Name: Michael Pignataro
                                   Title: Secretary


                              CREDIT SUISSE ASSET MANAGEMENT, LLC

                              By:
                                   ---------------------------------------------
                                   Name: Hal Liebes
                                   Title: Managing Director


                                      -6-


<PAGE>

                                                                      APPENDIX A

                             CORPORATE BOND RATINGS

Moody's Investors Service's Corporate Bond Ratings

            Aaa -- Bonds which are rated Aaa are judged to be of the best
quality. They carry the smallest degree of investment risk and are generally
referred to as "gilt edged". Interest payments are protected by a large or by an
exceptionally stable margin and principal is secure. While the various
protective elements are likely to change, such changes as can be visualized are
most unlikely to impair the fundamentally strong position of such issues.

            Aa -- Bonds which are rated Aa are judged to be of high quality by
all standards. Together with the Aaa group they comprise what are generally
known as high-grade bonds. They are rated lower than the best bonds because
margins of protection may not be as large as in Aaa securities or fluctuation of
protective elements may be of greater amplitude or there may be other elements
present which make the long-term risks appear somewhat larger than the Aaa
securities.

            A -- Bonds which are rated A possess many favorable investment
attributes and are to be considered as upper medium grade obligations. Factors
giving security to principal and interest are considered adequate, but elements
may be present which suggest a susceptibility to impairment sometime in the
future.

            Baa -- Bonds which are rated Baa are considered as medium-grade
obligations, (i.e., they are neither highly protected nor poorly secured.)
Interest payments and principal security appear adequate for the present but
certain protective elements may be lacking or may be characteristically
unreliable over any great length of time. Such bonds lack outstanding investment
characteristics and in fact have speculative characteristics as well.

            Ba -- Bonds which are rated Ba are judged to have speculative
elements; their future cannot be considered as well-assured. Often the
protection of interest and principal payments may be very moderate, and thereby
not well safeguarded during both good and bad times over the future. Uncertainty
of position characterize bonds in this class.

            B -- Bonds which are rated B generally lack characteristics of the
desirable investment. Assurance of interest and principal payments or of
maintenance of other terms of the contract over any long period of time may be
small.

            Caa -- Bonds which are rated Caa are of poor standing. Such issues
may be in default or there may be present elements of danger with respect to
principal or interest.

            Ca -- Bonds which are rated Ca represent obligations which are
speculative in a high degree. Such issues are often in default or have other
marked shortcomings.

            C -- Bonds which are rated C are the lowest rated class of bonds,
and issues so rated can be regarded as having extremely poor prospects of ever
attaining any real investment standing.

<PAGE>

Note: Moody's applies numerical modifiers "1", "2" and "3" in each generic
rating classification from Aaa through B in its corporate bond rating system.
The modifier "1" indicates that the security ranks in the higher end of its
generic rating category: the modifier "2" indicates a mid-range ranking; and the
modifier "3" indicates that the issue ranks in the lower end of its generic
rating category.

Standard & Poor's Corporate and Municipal Bond Ratings

            AAA -- An obligation rated AAA has the highest rating assigned by
Standard & Poor's. The obligor's capacity to meet its financial commitment on
the obligation is extremely strong.

            AA -- An obligation rated AA differs from the highest-rated
obligations only in a small degree. The obligor's capacity to meet its financial
commitment on the obligation is very strong.

            A -- An obligation rated A is somewhat more susceptible to the
adverse effects of changes in circumstances and economic conditions than
obligations in higher rated categories. However, the obligor's capacity to meet
its financial commitment on the obligation is still strong.

            BBB -- An obligation rated BBB exhibits adequate protection
parameters. However, adverse economic conditions or changing circumstances are
more likely to lead to a weakened capacity to meet its financial commitment on
the obligation. Obligations rated BB, B, CCC and CC and C are regarded as having
significant speculative characteristics. BB indicates the lowest degree of
speculation and C the highest. While such bonds will likely have some quality
and protective characteristics, these may be outweighed by large uncertainties
or major exposures to adverse conditions.

            BB - An obligation rated BB is less vulnerable to nonpayment than
other speculative issues. However, it faces major ongoing uncertainties or
exposure to adverse business, financial, or economic conditions, which could
lead to the obligor's inadequate capacity to meet its financial commitment on
the obligation.

            B - An obligation rated B is more vulnerable to nonpayment than
obligations rated BB, but the obligor currently has the capacity to meet its
financial commitment on the obligation. Adverse business, financial, or economic
conditions will likely impair the obligor's capacity or willingness to meet its
financial commitment on the obligation.

            CCC - An obligation rated CCC is currently vulnerable to nonpayment
and is dependent upon favorable business, financial and economic conditions for
the obligor to meet its financial commitment on the obligation. In the event of
adverse business, financial or economic conditions, the obligor is not likely to
have the capacity to meet its financial commitment on the obligation.

            CC - An obligation rated CC is currently highly vulnerable to
nonpayment.

<PAGE>

            C -- The C rating may be used to cover a situation where a
bankruptcy petition has been filed or similar action has been taken, but
payments on this obligation are being continued.

            D -- An obligation rated D is in payment default. The D rating
category is used when payments on an obligation are not made on the date due
even if the applicable grace period has not expired, unless Standard & Poor's
believes that such payments will be made during such grace period. The D rating
also will be used upon the filing of a bankruptcy petition or the taking of a
similar action if payments on an obligation are jeopardized.

            Plus (+) or minus (-) -- The ratings from AA to CCC may be modified
by the addition of a plus or minus sign to show relative standing within the
major rating categories.

            r -- This symbol is attached to the ratings of instruments with
significant noncredit risks. It highlights risks to principal or volatility of
expected returns which are not addressed in the credit rating. Examples include:
obligations linked or indexed to equities, currencies, or commodities;
obligations exposed to severe prepayment risk -- such as interest-only or
principal-only mortgage securities; and obligations with unusually risky
interest terms, such as inverse floaters.

<PAGE>

                                                                     APPENDIX B

                             AUDIT COMMITTEE CHARTER

                              CSAM CLOSED-END FUNDS

Organization

      The members of the Audit Committee of the Board of Directors ("Directors")
of each CSAM-advised closed-end registered investment company (each a "Fund" and
together, the "Funds") are selected by the full Board of Directors of the
relevant Fund. The members of the Audit Committee shall consist of not less than
three persons (except as otherwise provided below), all of whom are not
"interested persons" (as defined in Section 2(a)(19) of the Investment Company
Act of 1940, as amended) of the Fund and who are "independent" within the
meaning of the audit committee rules of any securities exchange on which the
Fund's shares are listed for trading. Each member of the Audit Committee shall
be financially literate, as such qualification is interpreted by the Board of
Directors in its business judgment, or must become financially literate within a
reasonable period of time after his or her appointment to the Audit Committee.
At least one member of the Audit Committee must have accounting or related
financial management expertise, as the Board of Directors interprets such
qualification in its business judgment. Any Fund that currently has less than
three members on its Audit Committee must have three members not later than June
14, 2001. Thereafter, if the number of members on a Fund's Audit Committee falls
below three, such Fund shall fill any vacancies within 90 days.

Statement of Policy

      Each Fund's Audit Committee oversees the financial reporting process for
that Fund. A Fund's Board and its Audit Committee recognize that they are the
shareholders' representatives, that the auditors are ultimately accountable to
the Board of Directors and the Audit Committee and that the Board of Directors
and the Audit Committee have the authority and responsibility to select,
evaluate and, where appropriate, recommend to shareholders the selection or
replacement of the outside auditors.

      Each Fund's Audit Committee shall monitor the process for the Funds'
valuation of portfolio assets. This is key to providing shareholders and
regulators adequate, meaningful information for decision making. Members of each
Fund's Audit Committee must have a general understanding regarding the
accounting process and the control structure in place for each Fund. Open
communication with management and the independent auditors is essential.

            This Charter shall be reviewed annually by the Board of each Fund.

Responsibilities of the Audit Committee

      In order to provide reasonable flexibility, the following listed Committee
responsibilities are described in broad terms:

o  The Audit Committee's role is clearly one of oversight and review and not of
   direct management of the audit process. Each Fund's Board and Audit Committee
   recognize that the outside auditors are ultimately accountable to the Board
   and the Audit Committee.

o  The Audit Committee members are responsible for a general understanding of
   the subject Fund's accounting systems and controls.

<PAGE>

o  Committee members shall periodically evaluate the independent audit firm's
   performance and the costs of its services. The Audit Committee will make
   recommendations to the full Board of Directors regarding the selection of the
   independent audit firm. The Committee shall request from the independent
   auditors periodically a formal written statement (1) delineating all
   relationships between the auditors and the Fund, its investment adviser and
   their corporate affiliates and including disclosures regarding the auditors'
   independence required by Independence Standards Board Standard No. 1, as may
   be modified or supplemented, and (2) certifying that, in the view of the
   auditors, they are independent public accountants with respect to the Fund
   within the meaning of the Securities Act of 1933, as amended, and the
   applicable rules and regulations thereunder. The Audit Committee is
   responsible for actively engaging in a dialogue with the auditors with
   respect to any disclosed relationships or services that may impact the
   objectivity and independence of the auditors, and for recommending that the
   full Board take appropriate steps, if any, in response to the auditors'
   response to satisfy itself of the independence of the auditors.

o  Each Fund's Audit Committee is responsible for reviewing the scope of the
   audit proposed by the Fund's independent auditors.

o  Each Fund's Audit Committee is responsible for recording minutes of its
   meetings and reporting significant matters to the full Board of Directors.
   The Audit Committee shall meet no less frequently than annually and receive
   information (as necessary) from, among others, the general counsel of Credit
   Suisse Asset Management, LLC and Fund counsel, in addition to the auditors,
   in order to be informed about legal and accounting issues having the
   possibility of impacting the financial reporting process. This would include
   items of industry-wide importance and internal issues such as litigation.

o  Each Fund's Audit Committee is responsible for (i) reviewing and discussing
   with management and the auditors the Fund's audited financial statements; and
   (ii) discussing with the auditors the matters required to be discussed by
   Statement on Auditing Standards No. 61, as may be modified or supplemented.
   The Audit Committee shall confirm that the independent auditors are satisfied
   with the disclosure and content of the Fund's audited financial statements
   and shall advise the Board of Directors with respect to its recommendation as
   to the inclusion of the Fund's audited financial statements in its Annual
   Report to Shareholders.

o  In reviewing the activities of the independent auditors, each Fund's Audit
   Committee shall consider the auditors' comments with respect to the
   appropriateness and adequacy of the Fund's accounting policies, procedures
   and principles.

o  The Audit Committee should take appropriate steps to keep apprised of
   regulatory changes and new accounting pronouncements that affect net asset
   value calculations and financial statement reporting requirements.

o  The Audit Committee of each Fund shall review and reassess the adequacy of
   this Charter on an annual basis.
<PAGE>

                  PROXY CARD FOR CREDIT SUISSE ASSET MANAGEMENT

                                INCOME FUND, INC.
<PAGE>

                         CREDIT SUISSE ASSET MANAGEMENT
                                INCOME FUND, INC.

                                      PROXY

P
R
O
X
Y

           This Proxy is Solicited on Behalf of the Board of Directors

The undersigned hereby appoints Messrs. Hal Liebes and Michael A. Pignataro as
Proxies, each with the power to appoint his substitute, and hereby authorizes
them severally to represent and to vote, as designated on the reverse side and
in accordance with their judgment on such other matters as may properly come
before the meeting or any adjournments or postponements 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 shareholders to be held
on Tuesday, May 1, 2001, and at any adjournments or postponements thereof.

PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.

                         [Internet address to be added]

- ----------------                                                ----------------
SEE REVERSE SIDE   CONTINUED AND TO BE SIGNED ON REVERSE SIDE   SEE REVERSE SIDE
- ----------------                                                ----------------
<PAGE>

|X| Please mark votes as in this example

The Board of Directors recommends a vote "FOR" Proposal 1, "FOR" Proposal 2, and
"FOR" the nominees in Proposal 3. If no direction is made, this proxy will be
voted in favor of the Fund's nominees for election as Directors and for
Proposals 1 and 2.

1.    To approve the Agreement and Plan of Reorganization dated as of ____, 2001
      between Credit Suisse Asset Management Strategic Global Income Fund, Inc
      ("CGF") and the Fund whereby (i) the Fund would acquire all the assets and
      liabilities of CGF, (ii) the Fund would issue Fund shares to CGF in
      exchange therefor, (iii) such Fund shares would be distributed to
      shareholders of CGF in liquidation of CGF, and (iv) CGF would subsequently
      be dissolved under Maryland law and de-registered under the Investment
      Company Act of 1940.

      FOR                   AGAINST                     ABSTAIN
      |_|                     |_|                         |_|

2.    To approve a new investment advisory agreement with Credit Suisse Asset
      Management, LLC.

      FOR                   AGAINST                     ABSTAIN
      |_|                     |_|                         |_|

3.    Election of the following nominees as Directors:

      Nominees: Enrique R.Arzac
                Lawrence J. Fox
                James S. Pasman
                William W. Priest, Jr.
                James P. McCaughan

                      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.) shareholder

MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT |_|

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:
          --------------------------------      -------------------------

<PAGE>

                  PROXY CARD FOR CREDIT SUISSE ASSET MANAGEMENT

                       STRATEGIC GLOBAL INCOME FUND, INC.
<PAGE>

                         CREDIT SUISSE ASSET MANAGEMENT

                       STRATEGIC GLOBAL INCOME FUND, INC.

                                      PROXY

           This Proxy is Solicited on Behalf of the Board of Directors

P
R
O
X
Y

The undersigned hereby appoints Messrs. Hal Liebes and Michael A. Pignataro as
Proxies, each with the power to appoint his substitute, and hereby authorizes
them severally to represent and to vote, as designated on the reverse side and
in accordance with their judgment on such other matters as may properly come
before the meeting or any adjournments or postponements thereof, all shares of
Credit Suisse Asset Management Strategic Global Income Fund, Inc. (the "Fund")
that the undersigned is entitled to vote at the special meeting of shareholders
to be held on Tuesday, May 1, 2001, and at any adjournments or postponements
thereof.

 PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED
                                   ENVELOPE.

                         [Internet address to be added]

- ----------------                                                ----------------
SEE REVERSE SIDE   CONTINUED AND TO BE SIGNED ON REVERSE SIDE   SEE REVERSE SIDE
- ----------------                                                ----------------
<PAGE>

|X| Please mark votes as in this example

The Board of Directors recommends a vote "FOR" Proposal 1. If no direction is
made, this proxy will be voted for Proposal 1.

1.    To approve the Agreement and Plan of Reorganization dated as of ____, 2001
      between the Fund and Credit Suisse Asset Management Income Fund, Inc.
      ("CGF") whereby (i) the Fund would acquire all the assets and liabilities
      of CGF, (ii) the Fund would issue Fund shares to CGF in exchange therefor,
      (iii) such Fund shares would be distributed to shareholders of CGF in
      liquidation of CGF, and (iv) CGF would subsequently be dissolved under
      Maryland law and de-registered under the Investment Company Act od 1940.

      FOR                   AGAINST                     ABSTAIN
      |_|                     |_|                         |_|

               MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT |_|

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:
          --------------------

<PAGE>

The Information in this Statement of Additional Information is not complete and
may be changed. We may not issue these securities until the registration
statement filed with the Securities and Exchange Commission of which this
Statement of Additional Information forms a part is effective. This Statement of
Additional Information is not an offer to sell these securities and is not
soliciting an offer to buy these securities in any state where the offer or sale
is not permitted.

                                     PART B

                CREDIT SUISSE ASSET MANAGEMENT INCOME FUND, INC.

        CREDIT SUISSE ASSET MANAGEMENT STRATEGIC GLOBAL INCOME FUND, INC.

                       STATEMENT OF ADDITIONAL INFORMATION

                ACQUISITION OF THE ASSETS OF CREDIT SUISSE ASSET
                  MANAGEMENT STRATEGIC GLOBAL INCOME FUND, INC.
                        466 LEXINGTON AVENUE, 16th FLOOR
                               NEW YORK, NY 10017
                                 (212) 875-3500

                        By and In Exchange for Shares of

                CREDIT SUISSE ASSET MANAGEMENT INCOME FUND, INC.
                        466 LEXINGTON AVENUE, 16th FLOOR
                               NEW YORK, NY 10017
                                 (212) 875-3500

      This Statement of Additional Information, or SAI, relates specifically to
the proposed reorganization (the "Reorganization") of Credit Suisse Asset
Management Strategic Global Income Fund, Inc. into Credit Suisse Asset
Management Income Fund, Inc. in accordance with the General Corporation Law of
the State of Maryland. Credit Suisse Asset Management Strategic Global Income
Fund is sometimes referred to in this SAI as "CGF," Credit Suisse Asset
Management Income Fund is sometimes referred to in this SAI as "CIK" or,
following consummation of the Reorganization, as the "Surviving Fund," and CGF
and CIK are sometimes collectively referred to as the "Funds" and individually,
as the context may require, as the "Fund."

      This Statement of Additional Information consists of this cover page, the
information contained herein, and the following documents, each of which has
been filed electronically and is incorporated by reference herein:

            o     The audited financial statements, notes to the audited
                  financial statements and report of the independent public
                  accountants for CGF for the fiscal year ended December 31,
                  2000 included in that Fund's Annual Report to Shareholders;
                  and

            o     The audited financial statements, notes to the audited
                  financial statements and report of the independent public
                  accountants for CIK for the fiscal year ended December 31,
                  2000 included in that Fund's Annual Report to Shareholders.

<PAGE>

      This Statement of Additional Information is not a prospectus and should be
read only in conjunction with the Proxy Statement/Prospectus dated ____________,
relating to the Reorganization. This Statement of Additional Information does
not include all information that you should consider before investing in either
Fund, and you should obtain and read the Proxy Statement/Prospectus prior to
doing so. A copy of the Proxy Statement/Prospectus may be obtained without
charge by writing to Georgeson Shareholder Communications at 17 State Street,
16th Floor, New York, New York 10004 or by calling 1-(800) 223-2064.

      The Proxy Statement/Prospectus and this Statement of Additional
Information omit certain of the information contained in the registration
statement filed with the Securities and Exchange Commission, Washington, D.C.
You may obtain the registration statement from the Securities and Exchange
Commission upon payment of the fee prescribed, or inspect it at the Securities
and Exchange Commission's office at no charge.

      This Statement of Additional Information is dated _______.
<PAGE>

                                TABLE OF CONTENTS

COMPARISON OF INVESTMENT OBJECTIVES AND POLICIES.............................1

INVESTMENT RESTRICTIONS.....................................................10

MANAGEMENT OF THE FUNDS.....................................................13

PORTFOLIO TRANSACTIONS......................................................15

DIVIDEND REINVESTMENT AND CASH PURCHASE PLAN................................16

TAXATION....................................................................22

FINANCIAL STATEMENTS........................................................29

PRO FORMA FINANCIAL STATEMENTS..............................................29
<PAGE>

                               GENERAL INFORMATION

      CIK changed its name from CS First Boston Income Fund, Inc. to BEA Income
Fund, Inc. in August 1995 and to Credit Suisse Asset Management Income Fund,
Inc. in May 1999. CGF changed its name from CS First Boston Strategic Income
Fund, Inc. to BEA Strategic Income Fund, Inc. in August 1995, to BEA Strategic
Global Income Fund, Inc. in June of 1997, and to Credit Suisse Asset Management
Strategic Global Income Fund, Inc. in May 1999.

                COMPARISON OF INVESTMENT OBJECTIVES AND POLICIES

Organization

      CGF and CIK are both closed-end, diversified management investment
companies registered under the Investment Company Act. Both Funds are organized
as corporations under the laws of the State of Maryland. Each Fund is managed
and advised by CSAM. The shares of common stock of each Fund are listed and
trade on the NYSE. After the Reorganization, CGF's shares will be delisted and
CGF be liquidated.

      The shares of common stock of each Fund have equal non-cumulative voting
rights and equal rights with respect to dividends, assets and dissolution. Each
Fund's shares of common stock are fully paid and non-assessable and have no
preemptive, conversion or other subscription rights. Fluctuations in the market
price of the Fund's shares is the principal investment risk of an investment in
either Fund. Portfolio management, market conditions, investment policies and
other factors affect such fluctuations. Although currently the investment
objectives, policies and restrictions of the Funds are similar, there are
differences between them, as discussed below. There can be no assurance that
either Fund will achieve its stated objective.

Investment Objectives

      The investment objective of CGF is high current income consistent with the
preservation of capital. CGF seeks to achieve this objective by investing in
higher yielding U.S. and foreign fixed-income securities, with an emphasis on
U.S. high yield (junk bonds) and emerging market securities. CIK's investment
objective is current income consistent with the preservation of capital. CIK
seeks to achieve this objective by investing primarily in fixed-income
securities, such as bonds, debentures and preferred stocks. CIK's investment
portfolio is not managed for capital appreciation. No assurance can be given
that the investment objective of either Fund will be achieved.

Investment Policies

      CGF must invest at least 65% of its total assets in income-producing
securities. CSAM expects that substantially all of CGF's assets will be invested
in income-producing securities. Under normal circumstances, CIK invests at least
75% of its assets in fixed-income securities.

      CGF may invest up to 35% of its net assets in the securities of issuers
located in the emerging markets. In February 2001, the Board of Directors of CIK
adopted this non-fundamental investment policy after determining that it could
enhance CIK's ability to achieve its investment objective.

      Neither Funds' investments are subject to a rating quality limitation.
Accordingly, each may invest a substantial portion of its assets in securities
rated below investment grade by a nationally recognized rating service or
unrated but in CSAM's opinion of comparable quality.

<PAGE>

Investment Portfolios

      CIK historically has pursued its investment objective by investing
principally in high yield fixed income securities of domestic issuers, while
investing a relatively small percentage of its net assets in investment-grade
debt securities (approximately 15% before the recent portfolio repositioning).
CGF has pursued its investment objective by investing not less than 65% of its
net assets in domestic high yield securities, and up to 35% of its net assets in
emerging markets debt. In February 2001, the Board of Directors of CIK adopted a
policy with respect to investments in emerging market debt similar to that of
CGF and accepted a recommendation from the investment advisor to partially
reposition its portfolio. As a result, CIK has liquidated its investment-grade
debt securities portfolio and re-deployed those assets (up to 15% of the Fund's
net assets) in emerging market debt securities. In addition, following a
recommendation by the investment advisor, CGF has reduced the percentage of its
net assets invested in emerging markets debt to 15% from approximately 35%. As a
result of these changes, the Funds have a substantially similar investment mix:
approximately 85% of their respective nets assets is invested in U.S. high yield
fixed-income securities and 15% is invested in fixed-income securities of
issuers located in the emerging markets.

      The decision to reposition CIK's portfolio was based on a number of
considerations, including CSAM's advice to the CIK Board that:

            o     during the last several years emerging markets debt has
                  matured considerably as a separate asset class,

            o     emerging markets debt is generally not highly correlated with
                  domestic high yield debt and thus under current market
                  conditions should result in a less volatile portfolio than one
                  investing solely in domestic high yield securities, and

            o     the repositioning should enhance the overall yield on CIK's
                  portfolio, and thus enable the Board to give consideration to
                  an increase in CIK's dividend rate at some point in the
                  future.

      The decision to increase CGF's exposure to U.S. high yield fixed-income
securities was based on CSAM's advice to the CGF Board that the spreads over
investment grade debt afforded by emerging market debt have narrowed, while at
present comparable spreads for domestic high yield fixed income securities have
remained high.

      For a more detailed description of each Fund's investment portfolio, see
"Proposal 1 (Both Funds): Approval of the Agreement and Plan of Reorganization
pursuant to which CIK Will Acquire All the Assets and Liabilities of CGF --
Comparison of Investment Objectives and Policies" in the Proxy
Statement/Prospectus.

Investment Techniques

      U.S. Fixed-Income Securities

      High Yield Fixed-Income Securities. The Funds invest primarily in higher
yielding, lower rated U.S. corporate fixed income securities, including debt
securities, convertible securities and preferred stocks. They may also invest in
securities rated single A or higher by Moody's or by Standard & Poor's and
unrated corporate fixed-income securities when CSAM determines that such
securities are offering high yields in relation to risk due to current market or
other conditions. CIK historically invested a small percentage of its net assets
in investment-grade rated debt securities (approximately _% of net assets in


                                      -2-
<PAGE>

average for the past _ years and _% as of December 31, 2000). CGF has focused
almost exclusively on below-investment grade debt securities. CSAM expects that
the Surviving Fund will continue this focus for the foreseeable future.

      Differing yields on fixed-income securities of the same maturity are a
function of several factors, including the relative financial strength of the
issuers. Higher yields are generally available from securities in the lower
categories of recognized rating agencies, i.e., Baa or lower by Moody's or BBB
or lower by Standard & Poor's. The Funds may invest in any security which is
rated by Moody's or by Standard & Poor's or in any unrated security which CSAM
determines is of suitable quality. However, substantially all of the securities
in which the Funds invest will be in the lower-rated categories. Lower-rated
securities generally provide yields superior to those of more highly-rated
securities, but involve greater risks and are speculative in nature. Securities
in the rating categories below Baa as determined by Moody's and BBB as
determined by Standard & Poor's are considered to be of poor standing and
predominantly speculative. The rating services' descriptions of these rating
categories, including the speculating characteristics of the lower categories,
are set forth in Appendix A to the Proxy Statement/Prospectus.

      Securities ratings are based largely on the issuer's historical financial
information and the rating agencies' investment analysis at the time of rating.
Consequently, the rating assigned to any particular security is not necessarily
a reflection of the issuer's current financial condition, which may be better or
worse than the rating would indicate. Although CSAM considers security ratings
when making investment decisions for high yield securities, it performs its own
investment analysis and does not rely principally on the ratings assigned by the
rating services. CSAM's analysis may include consideration of the issuer's
experience and managerial strength, changing financial condition, borrowing
requirements or debt maturity schedules, and its responsiveness to changes in
business conditions and interest rates. It also considers relative values based
on anticipated cash flow, interest or dividend coverage, asset coverage and
earnings prospects.

      CSAM bases its investment decisions in high yield securities on the
results of issuer and security-specific credit analysis. CSAM evaluates each
issuer's rating, cash flow, financial structure and business risk. CSAM takes
into account, among other things, the issuer's financial resources, its
sensitivity to economic conditions and trends, its operating history, the
quality of the issuer's management and regulatory matters. CSAM evaluates the
covenants of each security and pursues a strategy of broad issuer and industry
diversification.

      U.S. Government Fixed-Income Securities. The Funds may invest in U.S.
government securities and may engage in options, futures contracts and
repurchase transactions with respect to such securities. U.S. government
securities refers to debt securities issued or guaranteed by the U.S.
government, by various of its agencies, or by various instrumentalities
established or sponsored by the U.S. government. These securities may or may not
be supported by the full faith and credit of the United States.

      Depending on market conditions, the Funds may invest a substantial portion
of their assets in mortgage-backed securities. Mortgage-backed securities are
collateralized by mortgages or interests in mortgages and may be issued by
government or non-government entities. Mortgage-backed securities issued by
government entities typically provide a monthly payment consisting of interest
and principal payments, and additional payments will be made out of unscheduled
payments of principal. Non-government issued mortgage-backed securities may
offer higher yields than those issued by government entities, but may be subject
to greater price fluctuations.

      Mortgage securities that are government securities include the securities
of GNMA, Federal Home Loan Mortgage Corporation ("FHLMC"), and Federal National
Mortgage Association ("FNMA").


                                      -3-
<PAGE>

Each of these agencies issue mortgage pass-through securities. Pass-through
securities are bonds backed by pools of mortgages. These securities include
mortgage pass-through Certificates, collateralized mortgage obligations,
including real estate investment conduits as authorized under the Internal
Revenue Code of 1986, as amended ("CMO's"), and mortgage-backed bonds.
Mortgage-related securities may also be issued by financial institutions such as
commercial banks, savings and loan associations, mortgage bankers and securities
broker-dealers (or separate trusts or affiliates of such institutions
established to issue the securities), with the underlying securities being U.S.
Government securities or non-U.S. government issued securities. Mortgage-related
securities issued by financial institutions (or separate trusts or affiliates of
such institutions), even where backed by U.S. Government securities, are not
considered U.S. Government securities and have a different set of risks and
features.

      Interests in pools of mortgage-related securities differ from other forms
of debt securities, which normally provide for periodic payment of interest in
fixed amounts and principal payments at maturity or specified call dates.
Instead, mortgage-related securities provide a "pass-through" of monthly
payments of interest and principal made by the borrowers on their residential
mortgage loans, net of any fees paid to the issuer or guarantor of such
securities. Additional payments are caused by repayments of principal resulting
from the sale of the underlying residential property, refinancing or
foreclosure, net of fees or costs which may be incurred. Some mortgage-related
securities (such as securities issued by GNMA) are described as "modified
pass-through." These securities entitle the holder to receive timely payment of
all interest and principal payments owed on the mortgages in the pool, net of
certain fees, regardless of whether or not the mortgagors actually make the
payments.

      A CMO series is made up of a group of bonds that together are fully
collateralized directly or indirectly by a pool of mortgages on which the
payments of principal and interest are dedicated to payment of principal and
interest on the bonds in the series. Each class of bonds in the series may have
a different maturity than the other classes of bonds in the series, bear a
different coupon and have a different priority in receiving payments. The
different maturities come from the fact that all principal payments, both
regular principal payments as well as any prepayment of principal, are passed
through first to the holders of the class with the shortest maturity until it is
completely retired. Thereafter, principal payments are passed through to the
next class of bonds in the series, until all the classes have been paid off. As
a result, an acceleration in the rate of prepayments that may be associated with
declining interest rates shortens the expected life of each class, with the
greatest impact on those classes with the shortest maturities. Similarly, should
the rate of prepayments slow down, as may happen in times of rising interest
rates, the expected life of each class lengthens, again with the greatest impact
on those classes with the shortest maturities. In the case of some CMO series,
each class may receive a differing proportion of the monthly interest and
principal repayments on the underlying collateral. In these series, the classes
having proportionally greater interests in principal repayments generally would
be more affected by an acceleration (or slowing) in the rate of prepayments.
Mortgage-backed bonds are general obligations of the issuer fully collateralized
directly or indirectly by a pool of mortgages. The mortgages serve as collateral
for the issuer's payment obligations on the bonds, but interest and principal
payments on the mortgages are not passed through either directly (as with
mortgage pass-through certificates) or on a modified basis (as with CMO's).
Accordingly, a change in the rate of prepayments on the pool of mortgages could
change the effective maturity of a CMO but not that of a mortgage-backed bond
(although, like many bonds, mortgage-backed bonds can provide that they are
callable by the issuer prior to maturity).

      To the extent that the Funds invest in the mortgage market, CSAM evaluates
relevant economic, environmental and security-specific variables such as housing
starts, coupon and age trends.


                                      -4-
<PAGE>

      Non U.S. Dollar Denominated Fixed-Income Securities; Fixed-Income
Securities of Foreign Issuers

      CGF invests in debt obligations and other fixed income securities
denominated in U.S. dollars, non-U.S. currencies or composite currencies
including:

            o     debt obligations issued or guaranteed by foreign national,
                  provincial, state, municipal or other governments with taxing
                  authority or by their agencies or instrumentalities

            o     debt obligations of supranational entities

            o     debt obligations of the U.S. government issued in non-dollar
                  denominated securities

            o     dollar and non-dollar denominated debt obligations and other
                  fixed-income securities of foreign and U.S. corporate issuers

      Each Fund may invest up to 35% of its net assets in the securities of
issuers located in the emerging markets. CIK has a fundamental policy not to
invest more than 5% of the value of its total assets in securities denominated
in a currency other than the U.S. dollar. As CGF's investments in the securities
of issuers located in the emerging markets consist predominantly of U.S.
dollar-denominated fixed-income securities, CSAM does not expect that this
policy will impair to any material extent CIK's ability to invest in those
markets going forward.

      In making these investments CSAM considers the relative growth and
inflation rates of different countries. CSAM considers expected changes in
foreign currency exchange rates, including the prospects for central bank
intervention, in determining the anticipated returns of securities denominated
in foreign currencies. CSAM further evaluates, among other things, foreign yield
curves and regulatory and political factors, including the fiscal and monetary
policies of such countries.

      In the past, during periods of falling U.S. exchange rates, yields
available from securities denominated in foreign currencies have often been
higher, in U.S. dollar terms, than those of securities denominated in U.S.
dollars. CSAM considers expected changes in foreign currency exchange rates in
determining the anticipated returns of securities denominated in foreign
currencies. The obligations of foreign governmental entities, including
supranational issuers, have various kinds of government support. Obligations of
foreign governmental entities include obligations issued or guaranteed by
national, provincial, state or other governments with taxing power or by their
agencies. These obligations may or may not be supported by the full faith and
credit of a foreign government.

Other Investment Techniques

      To enhance return as market opportunities arise, the Funds may use the
following investment techniques.

      Repurchase Agreements

      The Funds may invest in repurchase agreements collateralized by U.S.
government securities, certificates of deposit and certain bankers' acceptances
for the purpose of realizing additional income. Repurchase agreements are
transactions by which the Funds purchase a security and simultaneously commits
to resell that security to the seller (a bank or securities dealer) at an agreed
upon price on an


                                      -5-
<PAGE>

agreed upon date (usually within seven days of purchase). The resale price
reflects the purchase price plus an agreed-upon market rate of interest that is
unrelated to the coupon rate or date of maturity of the purchased security. Use
of repurchase agreements can permit the Funds to keep their assets at work while
retaining short-term flexibility in pursuit of investments of a longer-term
nature. CSAM will continually monitor the value of the underlying securities to
ensure that their value always equals or exceeds the repurchase price.

      Securities Lending

      The Funds may lend their portfolio securities to banks, brokers, dealers
and other financial institutions who may need to borrow securities in order to
complete certain transactions, such as covering short sales, avoiding failures
to deliver securities or completing arbitrage operations. By lending their
portfolio securities, the Funds attempt to increase their income through the
receipt of interest on the loan. Any gain or loss in the market price of the
securities lent that might occur during the term of the loan would be for the
account of the Funds.

      The Funds may lend their portfolio securities so long as the terms and the
structure of such loans are not inconsistent with the Investment Company Act or
the rules and regulations or interpretations of the Securities and Exchange
Commission. The Funds will not lend portfolio securities if, as a result, the
aggregate of such loans exceeds 33-1/3% of the value of their total assets. Loan
arrangements made by the Funds will comply with all other applicable regulatory
requirements, including, if applicable, those of the rules of the NYSE.

      CSAM will consider all relevant facts and circumstances, including the
creditworthiness of the borrower, in making decisions about the lending of
securities, subject to review by the board of directors of the lending Fund. The
creditworthiness of such bank, broker, dealer or other financial institution
will be monitored by CSAM during the time any securities are loaned. Voting
rights, if any, may pass with the loaned securities. If a material event were to
occur affecting an investment on loan, however, the loan must be called and the
securities voted by the Fund.

      Short Sales

      Each Fund may engage in short sales (the sale of a security that it does
not own), but only when it ows an equal amount of such securities or securities
convertible into or exchangeable, without payment of further consideration, for
securities of the same issue as, and equal in amount to, the securities sold
short ("short sales against the box"), and only if not more than 5% of the
Fund's net assets is held as collateral for the sales of such Fund at any one
time.

      Options on U.S. Government Securities

      The Funds may seek to increase their current income by writing covered
call or put options with respect to some or all of the U.S. government
securities held in their portfolios. In addition, the Funds may at times,
through the writing and purchase of options on U.S. government securities, seek
to reduce fluctuations in net asset value by hedging against a decline in the
value of their U.S. government securities or an increase in the price of
securities which the Funds plan to purchase.

      Significant option writing opportunities generally exist only with respect
to longer term U.S. government securities. The Funds may only write covered
options, which means that, so long as the Funds are obligated as the writer of a
call option, they will own the underlying securities subject to the option (or
comparable securities satisfying the cover requirements of securities
exchanges). In the case of put options, the Funds will maintain short term U.S.
government securities with a value equal to or


                                      -6-
<PAGE>

greater than the exercise price of the underlying securities. The Funds may also
write combinations of covered puts and calls on the same security.

      The Funds receive a premium from writing a put or call option, which
increases return on the underlying security in the event the option expires
unexercised or is closed out at a profit. The amount of premium reflects, among
other things, the relationship of the market price of the underlying security to
the exercise price of the option and the remaining term of the option. The Funds
may terminate an option that they have written prior to its expiration by
entering into a closing purchase transaction in which they purchase an option
having the same terms as the option written. The Funds realize a profit or loss
from a transaction if the cost of the transaction is less or more than the
premium received from writing the option. Because increases in the market price
of a call option generally reflect increases in the market price of the
underlying security, any loss resulting from the repurchase of a call option may
be offset in whole or in part by unrealized appreciation of the underlying
security.

      The Funds may purchase put options on U.S. government securities to
protect their portfolio holdings in an underlying security against a substantial
decline in market value. Such hedge protection is provided during the life of
the put option since the Funds, as holders of the put option, are able to sell
the underlying security at the put exercise price regardless of any decline in
the underlying security's market price. In order for a put option to be
profitable, the market price of the underlying security must decline
sufficiently below the exercise price to cover the premium and transaction
costs.

      The Funds may purchase call options on U.S. government securities to hedge
against an increase in prices of securities that the Funds ultimately want to
buy. Such hedge protection is provided during the life of the call option since
the Funds, as holders of the option, are able to buy the underlying security at
the exercise price regardless of any increase in such security's market price.
In order for a call option to be profitable, the market price of the underlying
security must rise sufficiently above the exercise price to cover the premium
and transaction costs.

      Neither Fund will purchase put and call options if as a result more than
5% of the value of its total assets would at the time be invested in such
options.

      Interest Rate Futures and Related Options

      The Funds may enter into interest rate futures contracts to purchase or
sell U.S. government securities or other interest rate-sensitive instruments and
options thereon that are traded on U.S. futures exchanges. When the Funds
attempt to hedge their portfolio by selling an interest rate futures contract,
purchasing a put option thereon, or writing a call option thereon, they will own
an amount of U.S. government securities corresponding to the open futures or
option position thereby ensuring that the position is unleveraged. The Funds
only intend to engage in futures contracts or options for bona fide hedging
purposes. In accordance with the current rules of the Commodity Futures Trading
Commission, neither Fund will enter into any interest rate futures contract or
option thereon if, immediately thereafter, the aggregate initial margin and
premiums paid for all existing futures contracts and options thereon not entered
into for bona fide hedging purposes would exceed 5% of its total assets.
Positions in interest rate futures contracts may be closed out only on the
exchange where the contract was made (or on a linked exchange). The Funds intend
to purchase or sell interest rate futures contracts only on exchanges, boards of
trade or trading facilities where there appears to be an active market for such
contracts.

      Interest rate futures contracts are contracts that obligate the buyer to
take and the seller to make delivery at a future date of a specified quantity of
the underlying financial instrument. However, some interest rate futures
contracts provide for settlement in cash rather than by delivery of the
securities underlying the contract. Interest rate futures contracts are
currently available on several types of fixed


                                      -7-
<PAGE>

income securities, including U.S. Treasury Bonds, U.S. Treasury Notes and GNMA
securities on The Chicago Board of Trade, and on U.S. Treasury Bills on the
International Monetary Market Division of The Chicago Mercantile Exchange.

      A call option for a futures contract gives the purchaser, in return for a
premium paid, the right to buy the futures contract underlying the option at a
specified exercise price at any time during the term of the option. The writer
of the call option, who receives the premium, has the obligation, upon exercise
of the option, to deliver the underlying futures contract against payment of the
exercise price. A put option for a futures contract gives the purchaser, in
return for a premium, the right to sell the underlying futures contract at a
specified price during the term of the option. The writer of the put, who
receives the premium, has the obligation to buy the underlying futures contract
upon demand at the exercise price.

      In contrast to the purchase or sale of a security, the full purchase price
of the futures contract is not paid or received by the Funds upon its purchase
or sale. Instead, the Funds will deposit in a segregated custodial account as
initial margin an amount of cash or U.S. Treasury bills equal to approximately
5% of the value of the contract. This amount is known as initial margin. The
nature of initial margin in futures transactions is different from that of
margin in security transactions in that futures contract margin does not involve
the borrowing of funds by the customer to finance the transactions. Rather, the
initial margin is in the nature of a performance bond or good faith deposit on
the contract which is returned to the Funds upon termination of the futures
contract assuming all contractual obligations have been satisfied. Subsequent
payments to and from the broker, called variation margin, will be made on a
daily basis as the price of the underlying security fluctuates, making the long
and short positions in the futures contract more or less valuable, a process
known as "mark to the market." For example, when the Funds have purchased an
interest rate futures contract and the price of the underlying security has
risen, that position will have increased in value and the Funds will receive
from the broker a variation margin payment equal to that increase in value.
Conversely, where the Funds have purchased an interest rate futures contract and
the price of the underlying security has declined, the position would be less
valuable and the Funds would be required to make a variation margin payment to
the broker. At any time prior to expiration of the futures contract, the Funds
may elect to terminate the position by taking an opposite position. A final
determination of variation margin is then made, additional cash is required to
be paid by or released to the Funds, and the Funds realize a loss or gain. No
assurance can be given that the Funds will be able to take an opposite position.

      The purpose of selling an interest rate futures contract is to protect a
portfolio from fluctuations in asset value resulting from interest rate changes.
Selling a futures contract has an effect similar to selling portfolio
securities. If interest rates were to increase, the value of the securities in
the portfolio would decline, but the value of the Funds' futures contracts would
increase, thereby keeping the net asset value of the Funds from declining as
much as it otherwise might have. In this way, selling futures contracts acts as
a hedge against the effects of rising interest rates. However, a decline in
interest rates resulting in an increase in the value of portfolio securities
tends to be offset by a decrease in the value of the corresponding futures
contracts.

      Similarly, when interest rates are expected to decline, futures contracts
may be purchased to hedge against anticipated subsequent purchases of portfolio
securities at higher prices. By buying futures, the Funds could effectively
hedge against an increase in the price of the securities it intends to purchase
at a later date in order to permit the purchase to be effected in an orderly
manner. At that time, the futures contracts could be liquidated at a profit if
rates had in fact declined as expected, and the Funds' cash position could be
used to purchase securities.

      Although most interest rate futures contracts call for making or taking
delivery of the underlying securities, these obligations are typically canceled
or closed out before the scheduled settlement date. The


                                      -8-
<PAGE>

closing is accomplished by purchasing (or selling) an identical futures contract
to offset a short (or long) position. Such an offsetting transaction cancels the
contractual obligations established by the original futures transaction. If the
price of an offsetting futures transaction varies from the price of the original
futures transaction, the Funds will realize a gain or loss corresponding to the
difference. That gain or loss will tend to offset the unrealized loss or gain on
the hedged securities transaction, but may not always or completely do so.

      The selection of futures and options strategies requires skills different
from those needed to select portfolio securities; however, CSAM does have
experience in the use of futures and options.

      Restricted and Illiquid Securities

      Each Fund may invest up to 10% of its total assets in securities that are
not readily marketable. These include securities which are not registered under
the Securities Act and not publicly traded. Restricted and illiquid securities
are purchased in placements from the issuer or in the secondary market. The
purchase of these securities will depend on their relative attractiveness as
compared to securities that have been publicly offered.

      Restricted and illiquid securities have frequently resulted in higher
yields and restrictive covenants providing greater protection for the purchaser,
such as longer call or refunding protection, than typically would be available
with publicly offered securities of the same type. An issuer is often willing to
create more attractive features in its securities issued privately, because it
has avoided the expense and delay involved in a public offering of its
securities. For various reasons, an issuer may prefer or be required as a
practical matter to obtain private financing. At certain times adverse
conditions in the public securities markets may preclude a public offering of an
issuer's securities.

      These securities can only be resold to certain categories of purchasers,
including qualified institutional buyers, and are usually considered less liquid
than publicly-traded securities, which means that the Funds may take longer to
liquidate them than would be the case for publicly-traded securities.

      Foreign Currency Exchange Transactions

      The Funds may engage in foreign currency exchange transactions to protect
against changes in future exchange rates. The Funds will only engage in foreign
currency exchange transactions for transaction hedging (in connection with the
purchase or sale of portfolio securities) or position hedging (to protect the
value of a specific portfolio position). The Funds may engage in U.S.
dollar-denominated or non-U.S. dollar denominated hedging. The Funds' ability to
engage in hedging and related option transactions may be limited by tax
considerations. See "Taxation" below.

      The Funds may engage in "transaction hedging" to protect against a change
in the foreign currency exchange rate between the date on which it contracts to
purchase or sell the security and the settlement date, or to "lock in" the U.S.
dollar equivalent of a dividend or interest payment in a foreign currency. For
that purpose, the Funds may purchase or sell a foreign currency on a spot (or
cash) basis at the prevailing spot rate in connection with the settlement of
transactions in portfolio securities denominated in that foreign currency. The
Funds may also enter into forward currency exchange contracts and purchase
exchange-listed and over-the-counter call and put options on foreign currency
futures contracts and on foreign currencies. A foreign currency forward contract
is a negotiated agreement to exchange currency at a future time at a rate or
rates that may be higher or lower than the spot rate. Foreign currency futures
contracts are standardized exchange-traded contracts and have margin
requirements.


                                      -9-
<PAGE>

      For transaction hedging purposes, the Funds may also purchase
exchange-listed and over-the-counter call and put options on foreign currency
futures contracts and on foreign currencies. A put option on a futures contract
gives the Funds the right to assume a short position in the futures contract
until expiration of the option. A put option on currency gives the Funds the
right to sell a currency at an exercise price until the expiration of the
option. A call option on a futures contract gives the Funds the right to assume
a long position in the futures contract until the expiration of the option. A
call option on currency gives the Funds the right to purchase a currency at the
exercise price until the expiration of the option.

      The Funds may engage in "position hedging" to protect against the decline
in the value relative the U.S. dollar of the currencies in which its portfolio
securities are denominated or quoted (or an increase in the value of currency
for securities which the portfolio intends to buy, when it holds cash reserves
and short term investments). For position hedging purposes the Funds may
purchase or sell foreign currency futures contracts and foreign currency forward
contracts, and may purchase put or call options on foreign currency futures
contracts and on foreign currencies on exchanges or over-the-counter markets. In
connection with position hedging, the Funds may also purchase or sell foreign
currency on a spot basis.

      Hedging transactions involves costs and may result in losses. The Funds
may write covered call options on foreign currencies to offset some of the costs
of hedging those currencies. They simply establish a rate of exchange that one
can achieve at some future point in time. The Funds engage in over-the-counter
transactions only when appropriate exchange-traded transactions are unavailable
and when, in the opinion of CSAM, the pricing mechanism and liquidity are
satisfactory and the participants are responsible parties likely to meet their
contractual obligations.

      Positions in foreign currency futures contracts may be closed out only on
an exchange or board of trade that provides a secondary market in such
contracts. The Funds intend to purchase or sell foreign currency futures
contracts only on exchanges or boards of trade where there appears to be an
active secondary market.

      The Funds may enter into forward foreign currency exchange contracts (an
obligation to purchase or sell a specific currency at a future date) solely for
hedging or other appropriate risk management purposes as defined in regulations
of the Commodities Futures Trading Commission.

      The Funds may also write or purchase options on foreign currencies. Such
options are purchased or written only when CSAM believes that a liquid secondary
market exists for such options. There can be no assurance that a liquid
secondary market will exist for a particular option at any specific time. If the
Funds sell call options on foreign currencies, they may cover by holding that
currency or by holding a separate call option on the currency with a strike
price no higher than that of the call option sold.

                             INVESTMENT RESTRICTIONS

      Each Fund is subject to fundamental investment restrictions that may not
be changed without the approval of at least a majority of its outstanding voting
securities, as defined in the Investment Company Act. The Investment Company Act
defines a "majority" as the lesser of (1) 67% of the shares represented at a
meeting of which more than 50% of the outstanding shares are present in person
or represented by proxy, or (2) more than 50% of the outstanding shares.
Following is a description of each Fund's current fundamental investment
restrictions:

      1.    Neither Fund may invest more than 5% of the value of its total
            assets in the securities of any one issuer, excluding obligations of
            the U.S. government or any


                                      -10-
<PAGE>

            agency or instrumentality thereof and except that up to 25% of the
            value of its total assets may be invested without regard to this
            limitation;

      2.    Neither Fund may own more than 10% of the outstanding voting stock
            or other securities (other than securities of the U.S. government or
            any agency or instrumentality thereof), or both, of any one issuer;

      3.    Neither Fund may purchase shares of other investment companies
            except as part of a plan of reorganization, merger, consolidation or
            an offer of exchange;

      4.    Neither Fund may borrow money except as a temporary measure for
            extraordinary or emergency purposes, and in no event in excess of
            15% of the value of its total assets, except that for the purpose of
            this restriction, short-term credits necessary for settlement of
            securities transactions are not considered borrowings (neither Fund
            will purchase any securities at any time while such borrowings
            exceed 5% of total assets);

      5.    Neither Fund may purchase securities on margin, except that it may
            make margin payments in connection with transactions in future
            contracts and related options;

      6.    Neither Fund may sell securities short unless at all times when a
            short position is open it owns an equal amount of such securities or
            securities convertible into or exchangeable, for, without payment of
            any further consideration, securities of the same issue as, and
            equal in amount to, the securities sold short, and unless not more
            than 5% of the value of CIK's net assets or CGF's total assets are
            held as collateral for such sales at any one time;

      7.    Neither Fund may purchase or sell commodities or commodity
            contracts, except that it may write, purchase or sell financial
            futures contracts and related options, and futures, forward
            contracts and options on foreign currencies;

      8.    Neither Fund may invest for the purpose of exercising control over
            management of any company;

      9.    Neither Fund may make loans, except (i) by purchasing bonds,
            debentures or similar obligations (including repurchase agreements,
            subject to the limitation described in 11 below), which are either
            publicly distributed or customarily purchased by institutional
            investors, and (ii) by lending their securities to banks, brokers,
            dealers and other financial institutions so long as such loans are
            not inconsistent with the Investment Company Act or the rules and
            regulations or interpretations of the Securities and Exchange
            Commission thereunder;

      10.   Neither Fund may underwrite the securities of other issuers, except
            to the extent that in connection with the disposition of portfolio
            securities the Funds may be deemed to be underwriters;

      11.   Neither Fund may invest more than 10% of the value of its total
            assets in securities subject to legal or contractual restrictions on
            resale or in securities which are not readily marketable, including
            repurchase agreements having maturities of more than 7 days and
            restricted and illiquid securities;


                                      -11-
<PAGE>

      12.   Neither Fund may purchase real estate, although the Funds may
            purchase or sell securities of companies which deal in real estate
            or interests therein;

      13.   Neither Fund may invest directly in interests in oil, gas or other
            mineral exploration development programs;

      In addition, CIK may not:

      14.   invest in the aggregate more than 5% of the value of its total
            assets in securities denominated in a currency other than the United
            States dollar; or

      15.   invest in non-dividend paying equity securities if after such
            investment, total non-dividend paying equity securities would
            comprise more than 15% of CIK's total assets.

      And, CGF may not:

      16.   pledge, hypothecate, mortgage or otherwise encumber its assets in
            excess of 20% of the value of its total assets and then only to
            secure borrowings permitted by restriction 4 above;

      17.   invest 25% or more of the value of its total assets in any one
            industry, except that (i) for purposes of this restriction
            securities of the U.S. government, its agencies or instrumentalities
            are not considered to represent industries, and (ii) CGF may invest
            25% or more of the value of its total assets in securities issued by
            or backed by the credit of supranational entities and securities of
            foreign governments, their agencies or instrumentalities, provided
            that it will not invest 25% or more of the value of its total assets
            in securities issued or backed by the credit of the national
            government of any single country or its agencies or
            instrumentalities or of any single supranational entity; or

      18.   issue senior securities, except as permitted under the 1940 Act.

      The deposit of initial and variation margin and collateral arrangements in
connection with interest rate futures contracts and related options shall not be
deemed to be in violation of any of the foregoing investment restrictions.

      If a percentage restriction on investment or use of assets set forth above
is adhered to at the time a transaction is effected, later changes in
percentages resulting from changing values will not be considered a violation.

      Under the Investment Company Act, the Funds may neither invest more than
5% of their total assets in the securities of any one investment company, nor
acquire more than 3% of the outstanding voting securities of any such investment
company. In addition, the Funds may not invest more than 10% of their total
assets in securities issued by all investment companies. As a shareholder in any
investment company, a Fund would bear its ratable share of that investment
company's expenses, and would remain subject to payment of the advisory,
sub-advisory and administrative fees with respect to assets so invested.


                                      -12-
<PAGE>

                             MANAGEMENT OF THE FUNDS

Directors and Principal Officers

      The names, addresses and principal occupations of the directors and
principal officers of each Fund are described under "Proposal 1 (Both Funds):
Approval of the Agreement and Plan of Reorganization pursuant to which CIK Will
Acquire All the Assets and Liabilities of CGF -- Management of the Funds --
Directors and Principal Officers" in the Proxy Statement/Prospectus.

Compensation of Directors and Principal Officers

      For information about the compensation of the directors of CGF and CIK for
the fiscal year ended December 31, 2000, see "Proposal 1 (Both Funds): Approval
of the Agreement and Plan of Reorganization pursuant to which CIK Will Acquire
All the Assets and Liabilities of CGF --- Management of the Funds" and "Proposal
3 (Credit Suisse Asset Management Income Fund Shareholders Only): Re-election of
Directors -- Background" in the Proxy Statement/Prospectus.

Control Persons and Principal Holders of Securities

      For information concerning persons who may be deemed beneficial owners of
5% or more of the shares of common stock of either Fund see "Proposal 1 (Both
Funds): Approval of the Agreement and Plan of Reorganization pursuant to which
CIK Will Acquire All the Assets and Liabilities of CGF --- Management of the
Funds" in the Proxy Statement/Prospectus.

Advisory Arrangements

      CSAM serves as the investment adviser to both Funds pursuant to advisory
agreements with each Fund (the "Advisory Agreements"). Each Advisory Agreement
provides that 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 the Advisory 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 Investment Company Act) or a
loss resulting from willful misfeasance, bad faith or gross negligence on the
part of CSAM in the performance of its duties or from reckless disregard of its
obligations and duties under the Advisory Agreement.

      The table below sets forth the investment advisory fees earned by CSAM for
each Fund for the last three fiscal years.

         Fiscal year Ended             CGF                 CIK
            December 31,
                1998                $433,203            $1,421,865
                1999                $406,567            $1,304,143
                2000                $471,683            $1,148,861

      For more information about CSAM and the Advisory Agreements, see "Proposal
1 (Both Funds): Approval of the Agreement and Plan of Reorganization pursuant to
which CIK Will Acquire All the Assets and Liabilities of CGF -- Synopsis -- Fees
and Expenses of CGF," "Proposal 1 (Both Funds): Approval of the Agreement and
Plan of Reorganization pursuant to which CIK Will Acquire All the Assets and
Liabilities of CGF--Synopsis--Fees and Expenses of CIK" and "Proposal 1 (Both
Funds): Approval of the Agreement and Plan of Reorganization pursuant to which
CIK Will Acquire All the


                                      -13-
<PAGE>

Assets and Liabilities of CGF -- Management" in the Proxy Statement/Prospectus.
Shareholders of CIK have been requested to consider and approve a new investment
advisory agreement with CSAM. For information regarding the terms of the new
investment advisory agreement, see "Proposal 3 (CIK Shareholders Only): Approval
of New Investment Advisory Agreement" in the Proxy Statement/Prospectus.

Administrative Arrangements

      Brown Brothers Harriman & Co. ("BBH") is the Funds' administrator. The
services provided by BBH under its Administration Agreement with the Funds are
subject to the supervision of the directors and officers, and include day to day
administration of matters related to its corporate existence, maintenance of its
records, preparation of reports and supervision of arrangements with custodians
and the transfer and dividend disbursing agent.

      The following table sets forth the amounts paid by each Fund as
administrative fees for the last three fiscal years.

              Fiscal            CGF             CIK
            year Ended
             December
                31,
               1998(1)       $132,539         $325,115
               1999          $ 76,576         $203,030
               2000          $ 84,784         $170,550

            ------------
            (1)   Paid to Chase Manhattan Bank. Effective March 1, 1999, BBH
                  replaced Chase Manhattan Bank as administrator to each Fund.

Custodian

      BBH acts as custodian under a Custodian Agreement dated February 27, 1999.

      Foreign securities are held by certain foreign banks and securities
depositories which have been approved by the board of directors upon the
recommendation of BBH, in accordance with Rule 17f-5 under the 1940 Act as
currently in effect. Approval of a foreign subcustodian is made by the board
following a consideration of a number of factors, including, but not limited to,
the reliability and financial stability of the institution; the ability of the
institution to perform capably custodial services; the reputation of the
institution in its national market; the political and economic stability of the
country or countries in which the subcustodian will be located; and the risk of
potential nationalization or expropriation of the assets.

      For additional information about the Funds' custodian, transfer agent and
registrar, see "Proposal 1 (Both Funds): Approval of the Agreement and Plan of
Reorganization pursuant to which CIK Will Acquire All the Assets and Liabilities
of CGF--Management of the Funds" in the Proxy Statement/Prospectus. For
information about the Funds' independent accountants, see "Proposal 1 (Both
Funds): Approval of the Agreement and Plan of Reorganization pursuant to which
CIK Will Acquire All the Assets and Liabilities of CGF--Experts" in the Proxy
Statement/Prospectus.


                                      -14-
<PAGE>

Duration and Termination; Non-Exclusive Services

      The Advisory Agreements became effective on June 13, 1995 and were amended
to reflect changes in the name and address of the respective parties thereto in
February 2001. Unless earlier terminated as described below, each Advisory
Agreement remains in effect if approved annually (a) by the board of directors
or by the holders of a majority of the outstanding voting securities (as defined
in the Investment Company Act) and (b) by a majority of the directors who are
not parties to the Advisory Agreement or "interested persons" (as defined in the
1940 Act) of any such party. Each Advisory Agreement terminates on its
assignment by any party and may be terminated without penalty on 60 days'
written notice at the option of the board of directors or by the vote of the
majority of the holders of the shares, or upon 90 days' written notice, by CSAM.
The Administration Agreement is terminable upon 60 days' notice by either party.

      The services of CSAM and BBH are not deemed to be exclusive, and nothing
in the relevant service agreements will prevent any of them or their affiliates
from providing similar services to other investment companies and other clients
(whether or not such clients' investment objectives and policies are similar to
those of the Funds) or from engaging in other activities.

Code of Ethics

      Each Fund and CSAM have adopted a written Code of Ethics, which permits
personnel covered by the Code of Ethics ("Covered Persons") to invest in
securities, including securities that may be purchased or held by the respective
Fund. The Code of Ethics also contains provisions designed to address the
conflicts of interest that could arise from personal trading by advisory
personnel, including: (1) all Covered Persons must report their personal
securities transactions at the end of each quarter; (2) with certain limited
exceptions, all Covered Persons must obtain preclearance before executing any
personal securities transactions; (3) Covered Persons may not execute personal
trades in a security if there are any pending orders in that security by the
respective Fund; and (4) Covered Persons may not invest in initial public
offerings.

      The Board of Directors of each Fund reviews the administration of the Code
of Ethics at least annually and may impose sanctions for violations of the Code
of Ethics.

      Each Fund's Code of Ethics can be reviewed and copied at the Securities
and Exchange Commission's Public Reference Room in Washington, D.C. Information
on the operation of the Public Reference Room may be obtained by calling the
Securities and Exchange Commission at (202) 942-8090. Each Fund's Code of Ethics
is also available on the EDGAR Database on the Securities and Exchange
Commission's Internet site at http:/www.sec.gov. Copies of each Fund's Code of
Ethics may be obtained, after paying a duplicating fee, by electronic request at
the following E-mail address: publicinfo@sec.gov, or by writing the Securities
and Exchange Commission's Public Reference Section, Washington, D.C.,
20549-0102.

                             PORTFOLIO TRANSACTIONS

      Decisions to buy and sell securities for a Fund are made by CSAM, subject
to the overall review of the board of directors of such Fund. Portfolio
securities transactions are placed on behalf of the Funds by persons authorized
by CSAM. CSAM manages other investment companies and accounts that invest in
fixed-income securities. Although investment decisions for the Funds are made
independently from those of these other accounts, CSAM may make investments of
the type the Funds make on behalf of these other accounts. When the Funds and
one or more other accounts is prepared to invest in, or desires to dispose of,
the same security, CSAM will allocate available investments or opportunities for
each in a


                                      -15-
<PAGE>

manner believed by CSAM to be equitable to each. In some cases, this procedure
may adversely affect the price paid or received by the Funds or the size of the
position it obtains or disposes of. The Funds may utilize CS First Boston
Corporation and other affiliates of Credit Suisse in connection with the
purchase or sale of securities in accordance with rules or exemptive orders
adopted by the Securities and Exchange Commission when CSAM believes that the
charge for the transaction does not exceed usual and customary levels.

      Transactions on U.S. and some foreign stock exchanges involve the payment
of negotiated brokerage commissions, which may vary among different brokers. The
cost of securities purchased from underwriters includes an underwriter's
commission or concession, and the prices at which securities are purchased from
and sold to dealers in the over-the-counter markets include a dealer's mark-up
or mark-down, which normally is not disclosed. Fixed-income securities are
generally traded on a "net" basis with dealers acting as principal for their own
accounts without a stated commission, although the price of the security will
likely include a profit to the dealer.

      In selecting brokers or dealers to execute portfolio transactions on
behalf of the Funds, CSAM will seek the best overall terms available. In
addition, unless otherwise directed by the board of directors, the Advisory
Agreement authorizes CSAM, in selecting brokers or dealers to execute a
particular transaction and in evaluating the best overall terms available, to
consider the brokerage and research services (as those terms are defined in
Section 28(e) of the Securities Exchange Act of 1934) and cause the Funds to pay
a broker-dealer which furnishes such services a higher commission than that
which might be charged by another broker-dealer for effecting the same
transaction, provided that such commission is deemed reasonable in terms of
either that particular transaction or the overall responsibilities of CSAM to
the Funds. The fees payable under the Advisory Agreement are not reduced as a
result of CSAM's receiving such brokerage and research services.

      Currently, it is the Funds' policy that CSAM may at times pay higher
commissions than might otherwise be obtainable in recognition of brokerage
services felt necessary for the achievement of best available price and most
favorable execution of certain securities transactions. CSAM will only pay such
higher commissions if it believes this to be in the best interest of the Funds.
Some brokers or dealers who may receive such higher commissions in recognition
of brokerage services related to execution of securities transactions are also
providers of research information to CSAM and/or the Funds. Subject to the
primary objective set forth above, CSAM has informed the Funds that they may pay
higher commission rates specifically for the purpose of obtaining research
services. The Funds will not pay to any affiliate of CSAM a higher commission
rate specifically for the purpose of obtaining research services.

      The Funds paid no brokerage commissions in any of the fiscal years ended
December 31, 2000, 1999 and 1998.

                  DIVIDEND REINVESTMENT AND CASH PURCHASE PLAN

      Each Fund distributes monthly to shareholders substantially all of its net
investment income. Net short-term capital gains, if any, are distributed
annually. The board of each Fund intend to distribute annually any net long-term
realized capital gains (the excess of net long-term capital gains over net
short-term capital losses). See "Taxation."

      You may elect to have all dividends and distributions, net of any U.S.
withholding tax, automatically reinvested in additional shares through the
Fund's "InvestLink"(SM)- Program. Fleet National Bank, c/o EquiServe, L.O., is
the program administrator for the "InvestLink"(SM)- Program. "InvestLink"(SM) is
a service mark of EquiServe, L.P.


                                      -16-
<PAGE>

Purpose of the Investlink(SM) Program

      The purpose of the "InvestLink"(SM)- Program is to provide you with a
simple and convenient way to invest funds and reinvest dividends in shares of
the Funds stock at prevailing prices, with reduced brokerage commissions and
fees.

Eligibility and Participation

      You may join the program at any time by completing and signing the
enrollment form and returning it to Fleet National Bank, c/o EquiServe, L.P..
Enrollment forms may be obtained at any time by calling the program
administrator at one of the telephone numbers listed below:

            -      First Time Investors - 1-888-697-8026 (CIK)
                                          1-800-523-8566 (CGF)

            -      Current Shareholders - 1-800-730-6001

      Beneficial owners whose shares are registered in the name of a bank,
broker or other nominee ("streetname") must make arrangements with such bank,
broker or nominee to have the shares transferred into their own names if they
wish to have dividends on such shares paid to the program administrator pursuant
to the program.

      Purchases of shares with funds from your cash payment will begin on the
next investment date, provided that the payment is received at least two
business days prior ("cash cut-off date"). Automatic account deduction will
begin on the next debit date, provided the automatic deduction request was
received during the month prior. If you select the dividend reinvestment option,
automatic investment of dividends will begin with the next dividend payable
after the program administrator receives your enrollment form, provided it is
received prior to the dividend record date. If your enrollment form arrives
after the record date, automatic investment of dividends will begin with the
following dividend. Once in the program, you will remain a participant until you
terminate your participation or sell all shares held in your program account, or
your account is terminated by the program administrator.

Program Options

      The program offers various investment options, as outlined below:

            o     "Automatic Bank Account Deduction": Funds in the amount you
                  specify, with a minimum of $100.00, will be debited from your
                  bank account each month on the 20th or next business day. The
                  program administrator will invest such funds on the first
                  Wednesday, or next business day, of the month following to
                  purchase additional shares of the Funds.

            o     "Full Dividend Reinvestment": The program administrator will
                  receive all cash dividends payable on shares held in your
                  program account and on any other shares registered in your
                  name. In addition, the program administrator will invest in
                  shares of the Funds all of your cash dividends on all of the
                  shares then or subsequently registered in your name or held in
                  your program account. You will have the ability to send in
                  optional cash payments that will be invested weekly.

            o     "Partial Dividend Reinvestment": The program administrator
                  will receive a portion of cash dividends payable on shares
                  held in your program account and


                                      -17-
<PAGE>

                  on any other shares of the Funds registered in your name. In
                  addition, the program administrator will invest that portion
                  of cash dividends on shares held in your program account and
                  any other shares of the Funds registered in your name. You
                  will have the ability to send in optional cash payments that
                  will be invested weekly.

            o     "Cash Investments": The program administrator will not invest
                  any portion of cash dividends due you on shares held in your
                  program account or on shares registered in your name. You will
                  have the ability to send in optional cash payments that will
                  be invested weekly.

      You may change your investment options at any time by requesting a new
authorization form and returning it to the program administrator. The program
administrator must receive notice on or before the record date preceding a
dividend payment date in order for a change in your dividend reinvestment option
to be effective for that dividend.

Costs to participants in connection with purchases and sales under the program

      In connection with the following transactions, participants will be
assessed the following charges:

            o     First-time investors will be subject to an initial service
                  charge of $10.00 which will be deducted from the initial cash
                  deposit.

            o     All optional cash deposit investments and automatic account
                  deductions will have a service charge of $5.00 deducted from
                  the cash to be invested.

            o     Sales processed through the program will have a service fee of
                  $10.00 deducted from the net proceeds, after brokerage
                  commissions.

            o     Participants are responsible for all commission costs
                  associated with purchases and sales. In addition to the
                  transaction charges outlined above, participants will be
                  assessed per share processing fees which include brokerage
                  commissions.

Purchase of the Funds' shares

      The program administrator uses dividends and funds of participants to
purchase shares of the Funds' common stock in the open market. Such purchases
will be made by participating brokers as agent for the participants. Dividends
will be invested on the 15th of each month or next business day. Optional cash
payments will be invested weekly on Wednesday except in dividend paying weeks.
On those weeks, the optional cash will be invested with the dividend.
Transaction processing will generally occur within 30 days of the receipt of
funds. In the event the program administrator is unable to purchase shares
within 30 days of the receipt of funds, such funds will be returned to you.

      Shares offered under the program to participants in certain jurisdictions
may be offered only through broker-dealers registered in these jurisdictions.

      The weighted average price of all shares purchased by the program
administrator with all funds received during the time period from two business
days preceding any investment date up to the second business day preceding the
next investment date shall be the price per share allocable to you in connection
with the shares purchased for your account with your funds or dividends received
by the program


                                      -18-
<PAGE>

administrator during such time period. The weighted average price of all shares
sold by the program administrator pursuant to sell orders received during such
time period shall be the price per share allocable to you in connection with the
shares sold for your account pursuant to your sell orders received by the
program administrator during such time period.

Cash payments and automatic bank account deductions

      If you are not already a registered owner of the Funds' common stock, your
initial investment under the program must be at least $250.00. All other cash
payments or bank account deductions must be at least $100.00, up to a maximum of
$100,000.00 annually.

      The same amount of cash payment need not be sent each month and you are
under no obligation to make a cash payment in any month. The amount of automatic
bank account deduction must be specified by you on the enrollment form and will
continue until changed by you by notifying the program administrator.

Administration

      Fleet National Bank, c/o EquiServe, L.P., as program administrator,
administers the program for participants, keeps records, sends statements of
account to participants and performs other duties relating to the program.
Shares of the Funds' common stock purchased under the program will be registered
in the name of the accounts of the respective participants.

Reports to participants

      Each participant in the program will receive a statement of his or her
account following each purchase of shares. These statements are a record of the
cost of purchase of shares under the program and should be retained for tax
purposes. The statements will also show the amount of dividends credited to such
participant's account (if applicable), as well as the fees paid by the
participant. In addition, each participant will receive copies of the Funds'
annual reports to shareholders, proxy statements and, if applicable, dividend
income information for tax reporting purposes.

Certificates for shares

      Unless requested, the Funds will not issue to participants certificates
for shares of the Funds' common stock purchased under the program. The number of
shares purchased for your account under the program will be shown on your
statement of account. This feature protects against loss, theft or destruction
of stock certificates.

      Certificates for any number of whole shares credited to your account under
the program will be issued to you at no charge upon your written request to
withdraw such shares from your account. Certificates for fractions of shares
will not be issued.

Withdrawal of shares in program accounts

      You may withdraw all or a portion of the shares from your program account
by notifying the program administrator. A withdrawal/termination form is
provided on the account statement for this purpose. This notice should be mailed
to the address on the form.

      Within five business days of receipt of your request, certificates for the
whole shares of the Funds' common stock so withdrawn will be issued to you or,
if you request, the program administrator will sell the shares for you and send
you the proceeds, less applicable brokerage commissions, fees, and


                                      -19-
<PAGE>

transfer taxes, if any. Proceeds are normally paid by check and will be
distributed to you within four business days after your shares are sold. In no
case will certificates for fractional shares be issued.

      If you withdraw all full and fractional shares in your program account,
your participation in the program will be terminated by the program
administrator. Also, the program administrator must receive such termination
notice at least seven business days prior to the dividend payment date in order
for you to receive such dividend in cash.

Rights offerings, stock dividends and stock splits

      Participation in any rights offering (including the offer), dividend
distribution or stock split will be based upon both the shares of the Funds
registered in participants' names and the shares (including fractional shares)
credited to participants' program accounts. Any stock dividend or shares
resulting from stock splits with respect to shares of the Funds, both full and
fractional, which participants hold in their program accounts and with respect
to all shares registered in their names will be automatically credited to their
accounts in book-entry form.

Voting of a participant's program shares at a meeting of shareholders

      All shares (including any fractional share) credited to your account under
the program will be voted as you direct. If on the record date for a meeting of
shareholders there are shares credited to your account under the program, you
will be sent the proxy materials for such meeting. When you return an executed
proxy, all of such shares will be voted as indicated. Or, if you so elect, you
may vote all of such shares in person at the shareholders' meeting. If you do
not provide instructions or return an executed proxy, the plan will not vote
your shares.

Federal income tax consequences of participation in the program

      You will receive tax information annually for your personal records and to
help you prepare your federal income tax return. The automatic reinvestment of
dividends does not relieve you of any income tax which may be payable on
dividends. For further information as to tax consequences of participation in
the program, participants should consult with their own tax advisors.

Responsibility of the program administrator under the program

      The program administrator in administering the program will not be liable
for any act done in good faith or for any good faith omission to act. However,
the program administrator will be liable for loss or damage due to error caused
by its negligence, bad faith or willful misconduct. Shares held in custody by
the program administrator are not subject to protection under the Securities
Investors Protection Act of 1970. The participant should recognize that neither
the funds nor the program administrator can provide any assurance of a profit or
protection against loss on any shares purchased under the program. While the
program administrator hopes to continue the program indefinitely, the program
administrator reserves the right to suspend or terminate the program at any
time. It also reserves the right to make modifications to the program.
Participants will be notified of any such suspension, termination or
modification. The program administrator also reserves the right to terminate any
participant's participation in the program at any time. Any question of
interpretation arising under the program will be determined by the program
administrator in good faith and any such determination will be final.


                                      -20-
<PAGE>

Contact information

      All correspondence regarding the program should be directed to:

            Fleet National Bank
            C/o EquiServe, L.P.
            "InvestLink" Program
            P.O. Box 43010
            Providence, RI  02940-3010
            First Time Investors:   1-888-697-8026 (CIK)
                                    1-800-523-8566 (CGF)
            Current Shareholders:   1-800-730-6001


                                      -21-
<PAGE>

                                    TAXATION

      The following is a summary of the material United States federal income
tax considerations regarding the purchase, ownership and disposition of shares.
You are urged to consult your own tax adviser with respect to the specific
federal, state, local and foreign tax consequences of investing in the Funds.
The summary is based on the laws in effect on the date of this statement of
additional information, which are subject to change.

The Funds and their investments

      Each of the Funds has qualified and continues to qualify to be treated as
a regulated investment company for each taxable year under the Code. To so
qualify, a Fund must, among other things:

      derive at least 90% of its gross income in each taxable year from:

            o     dividends

            o     interest

            o     payments with respect to securities loans

            o     gains from the sale or other disposition of stock or
                  securities or foreign currencies

            o     other income (including, but not limited to, gains from
                  options, futures or forward contracts) derived with respect to
                  its business of investing in such stock, securities or
                  currencies, and

      diversify its holdings so that, at the end of each quarter of the taxable
year:

            o     at least 50% of the market value of the Fund's assets is
                  represented by cash, securities of other regulated investment
                  companies, United States government securities and other
                  securities, with such other securities limited, in respect of
                  any one issuer, to an amount not greater than 5% of the Funds'
                  assets and not greater than 10% of the outstanding voting
                  securities of such issuer, and

            o     not more than 25% of the value of its assets is invested in
                  the securities (other than United States government securities
                  or securities of other regulated investment companies) of any
                  one issuer or any two or more issuers that the Fund controls
                  and which are determined to be engaged in the same or similar
                  trades or businesses or related trades or businesses.

      As a regulated investment company, a Fund is not subject to United States
federal income tax on its net investment income (i.e., income other than its net
realized long-term and short-term capital gains) and its net realized long-term
and short-term capital gains, if any, that it distributes to its shareholders,
provided that an amount equal to at least 90% of the sum of its investment
company taxable income (i.e., its taxable income minus the excess, if any, of
its net realized long-term capital gains over its net realized short-term
capital losses (including any capital loss carryovers), plus or minus certain
other adjustments specified in section 852 of the Code) and its net tax-exempt
income for the taxable year, if any, is distributed to its shareholders, but is
subject to tax at regular corporate rates on any taxable income or gains that it
does not distribute.


                                      -22-
<PAGE>

      The Code imposes a 4% nondeductible excise tax on a Fund to the extent it
does not distribute by the end of any calendar year at least 98% of its net
investment income for that year and 98% of the net amount of its capital gains
(both long-term and short-term) for the one-year period ending, as a general
rule, on October 31 of that year. For this purpose, however, any income or gain
retained by the Fund that is subject to corporate income tax will be considered
to have been distributed by year-end. In addition, the minimum amounts that must
be distributed in any year to avoid the excise tax will be increased or
decreased to reflect any underdistribution or overdistribution, as the case may
be, from the previous year. The Funds anticipate that they will pay such
dividends and will make such distributions as are necessary in order to avoid
the application of this tax. If, in any taxable year, a Fund fails to qualify as
a regulated investment company under the Code, the Fund would be taxed in the
same manner as an ordinary corporation and distributions to its shareholders
would not be deductible by the Fund in computing its taxable income. In
addition, in the event of a failure to qualify, a Fund's distributions, to the
extent derived from current or accumulated earnings and profits, would
constitute dividends (eligible for the corporate dividends-received deduction)
which are taxable to its shareholders as ordinary income, even though those
distributions might otherwise (at least in part) have been treated as long-term
capital gains when received by its shareholders. If a Fund fails to qualify as a
regulated investment company in any year, it must pay out its earnings and
profits accumulated in that year in order to qualify again as a regulated
investment company. In addition, if a Fund failed to qualify as a regulated
investment company for a period greater than one taxable year, it may be
required to recognize any net built-in gains with respect to certain of its
assets (the excess of the aggregate gains, including items of income, over
aggregate losses that would have been realized if it had been liquidated) in
order to qualify as a regulated investment company in a subsequent year.

      Each of the Funds pays dividends of net investment income monthly and
makes distributions at least annually of any net realized long-term and
short-term capital gains in excess of applicable capital losses, including
capital loss carryforwards. The board of directors of each Fund determines
annually whether to distribute any net realized long-term capital gains in
excess of its net realized short-term capital losses (including any capital loss
carryovers). Each of the Funds currently expects to distribute any such excess
annually to its shareholders. However, if a Fund retains for investment an
amount equal to all or a portion of its net realized long-term capital gains in
excess of its net realized short-term capital losses and capital loss
carryovers, it will be subject to a corporate tax (currently at a rate of 35%)
on the amount retained. In that event, the Fund expects to designate such
retained amounts as undistributed capital gains in a notice to its shareholders
who (a) will be required to include in income for United States federal income
tax purposes, as long-term capital gains, their proportionate shares of the
undistributed amount, (b) will be entitled to credit their proportionate shares
of the 35% tax paid by the Fund on the undistributed amount against their United
States federal income tax liabilities, if any, and to claim refunds to the
extent their credits exceed their liabilities, if any, and (c) will be entitled
to increase their tax basis, for United States federal income tax purposes, in
their shares by an amount equal to 65% of the amount of undistributed capital
gains included in their income.

      Any dividend declared by the Funds in October, November or December of any
calendar year and payable to shareholders of record on a specified date in such
a month shall be deemed to have been received by each shareholder on December 31
of such calendar year and to have been paid by the Funds not later than such
December 31, provided that such dividends are actually paid by the Funds during
January of the following calendar year.

Dividends and distributions

      If you are a U.S. shareholder, dividends of net investment income and
distributions of net realized short-term capital gains are taxable to you as
ordinary income, whether paid in cash or in shares. Distributions of net
long-term capital gains, if any, that a Fund designates as capital gains
dividends are


                                      -23-
<PAGE>

taxable as long-term capital gains, whether paid in cash or in shares and
regardless of how long you have held your shares. Dividends and distributions
paid by a Fund (except for the portion thereof, if any, attributable to
dividends on stock of U.S. corporations received by the Fund) will not qualify
for the deduction for dividends received by corporations. Distributions in
excess of a Fund's current and accumulated earnings and profits will, as to you,
be treated as a tax-free return of capital, to the extent of your basis in your
shares, and as a capital gain thereafter (if you hold your shares as capital
assets).

      If you receive dividends or distributions in the form of additional shares
pursuant to the Dividend Reinvestment and Cash Purchase Plan you should be
treated for United States federal income tax purposes as receiving a
distribution in the amount equal to the amount of money that shareholders
receiving cash dividends or distributions will receive, and should have a cost
basis in the shares received equal to such amount.

      If you are considering buying shares just prior to a dividend or capital
gain distribution you should be aware that, although the price of shares just
purchased at that time may reflect the amount of the forthcoming distribution,
such dividend or distribution may nevertheless be taxable to you.

      If a Fund is the holder of record of any stock on the record date for any
dividends payable with respect to such stock, such dividends are included in the
Fund's gross income not as of the date received but as of the later of (a) the
date such stock went ex-dividend (i.e., the date on which a buyer of the stock
would not be entitled to receive the declared, but unpaid, dividends) or (b) the
date the Fund acquired such stock. Accordingly, in order to satisfy its income
distribution requirements, a Fund may be required to pay dividends based on
anticipated earnings, and you may receive dividends in an earlier year than
would otherwise be the case.

Sales of shares

      Upon the sale or exchange of your shares, you will realize a taxable gain
or loss equal to the difference between the amount realized and the basis in
your shares. Such gain or loss will be treated as capital gain or loss, if the
shares are capital assets in your hands, and will be long-term capital gain or
loss if the shares are held for more than one year and short-term capital gain
or loss if the shares are held for one year or less. Any loss realized on a sale
or exchange will be disallowed to the extent the shares disposed of are
replaced, including replacement through the reinvesting of dividends and capital
gains distributions in the Fund under the Dividend Reinvestment and Cash
Purchase Plan, within a 61-day period beginning 30 days before and ending 30
days after the disposition of the shares. In such a case, the basis of the
shares acquired will be increased to reflect the disallowed loss. Any loss
realized by you on the sale of a share held by you for six months or less will
be treated for United States federal income tax purposes as a long-term capital
loss to the extent of any distributions or deemed distributions of long-term
capital gains received by you with respect to such share.

Backup withholding

      If you fail to provide your Fund with your correct taxpayer identification
number or to make required certifications, or have been notified by the Internal
Revenue Service that you are subject to backup withholding, the Fund may be
required to withhold, for United States federal income tax purposes, 31% of the
dividends and distributions payable. Corporate shareholders and certain other
shareholders are or may be exempt from backup withholding. Backup withholding is
not an additional tax and any amount withheld may be credited against your
United States federal income tax liabilities. If you are a foreign investor,
additional tax withholding requirements which may apply are discussed below.


                                      -24-
<PAGE>

Foreign shareholders

      If you are a foreign investor (such as a nonresident alien individual, a
foreign trust or estate, a foreign corporation or a foreign partnership) under
U.S. laws, taxation depends, in part, on whether your income from the Funds is
"effectively connected" with a United States trade or business carried on by
you.

      If you are not a resident alien and your income from a Fund is not
effectively connected with a United States trade or business carried on by you,
distributions of net investment income and net realized short-term capital gains
will be subject to a 30% (or lower treaty rate) United States withholding tax.
If you are a nonresident alien, distributions of net realized long-term capital
gains, amounts retained by the Funds which are designated as undistributed
capital gains, and gains realized upon the sale of shares of a Fund generally
will not be subject to United States tax unless you are physically present in
the United States for more than 182 days during the taxable year and, in the
case of gain realized upon the sale of shares, unless (a) such gain is
attributable to an office or fixed place of business in the United States or (b)
you have a tax home in the United States and such gain is not attributable to an
office or fixed place of business located outside the United States. However, a
determination by a Fund not to distribute long-term capital gains will cause the
Fund to incur a U.S. federal tax liability with respect to retained long-term
capital gains, thereby reducing the amount of cash held by the Funds that is
available for investment, and you may not be able to claim a credit or deduction
with respect to such taxes.

      In general, if you are a resident alien or if dividends or distributions
from a Fund are effectively connected with a United States trade or business
carried on by you, then dividends of net investment income, distributions of net
short-term and long-term capital gains, amounts retained by the Fund that are
designated as undistributed capital gains and any gains realized upon the sale
of shares will be subject to United States income tax at the rates applicable to
United States citizens or domestic corporations. If you are a corporation, and
your income from a Fund is effectively connected with a United States trade or
business, you may also be subject to the 30% (or lower treaty rate) branch
profits tax. If you are entitled to claim the benefits of an applicable tax
treaty, the tax consequences to you may be different from those described in
this section. You may be required to provide appropriate documentation to
establish your entitlement to the benefits of such a treaty. You are advised to
consult your own tax adviser with respect to (a) whether your income from a Fund
is or is not effectively connected with a United States trade or business
carried on by you, (b) whether you may claim the benefits of an applicable tax
treaty, and (c) any other tax consequences to you of an investment in the Funds.

Notices

      You will be notified annually by each Fund as to the United States federal
income tax status of the dividends, distributions and deemed distributions made
by the Fund to you. Furthermore, you will also receive, if appropriate, various
written notices after the close of the Fund's taxable year regarding the United
States federal income tax status of certain dividends, distributions and deemed
distributions that were paid (or that are treated as having been paid) by the
Funds to you during the preceding taxable year.

      OTHER TAXATION. Distributions also may be subject to additional state,
local and foreign taxes depending on your particular situation.

Fund investments

      Market discount


                                      -25-
<PAGE>

      If a Fund purchases a debt security at a price lower than the stated
redemption price of such debt security, the excess of the stated redemption
price over the purchase price is "market discount." If the amount of market
discount is more than a de minimis amount, the Fund must include a portion of
such market discount as ordinary income (not capital gain) in each taxable year
in which the Fund owns an interest in such debt security and receives a
principal payment on it. In particular, the Fund will be required to allocate
that principal payment first to the portion of the market discount on the debt
security that has accrued but has not previously been includable in income. In
general, the amount of market discount that must be included for each period is
equal to the lesser of (i) the amount of market discount accruing during such
period (plus any accrued market discount for prior periods not previously taken
into account) or (ii) the amount of the principal payment with respect to such
period. Generally, market discount accrues on a daily basis for each day the
debt security is held by the Fund at a constant rate over the time remaining to
the debt security's maturity or, at the election of the Fund, at a constant
yield to maturity which takes into account the semi-annual compounding of
interest. Gain realized on the disposition of a market discount obligation must
be recognized as ordinary interest income (not capital gain) to the extent of
the "accrued market discount."

      Original issue discount

      Certain debt securities acquired by a Fund may be treated as debt
securities that were originally issued at a discount. Generally, original issue
discount is defined as the difference between the price at which a security was
issued and its stated redemption price at maturity.

      Although no cash income is actually received by the Fund, original issue
discount that accrues on a debt security in a given year generally is treated
for federal income tax purposes as interest and, therefore, such income would be
subject to the distribution requirements applicable to regulated investment
companies. In order to maintain its status as a regulated investment company,
the Fund could therefore be required to incur debt or to dispose of portfolio
securities to generate cash for distribution. Some debt securities may be
purchased by a Fund at a discount that exceeds the original issue discount on
such debt securities, if any. This additional discount represents market
discount for federal income tax purposes (see above).

      Options, futures and forward contracts

      A Fund's transactions in options and futures contracts will be subject to
special provisions of the Code that, among other things, may affect the
character of gains and losses realized by the Fund (i.e., it may affect whether
gains or losses are ordinary or capital), accelerate recognition of income and
defer losses. These rules could therefore affect the character, amount and
timing of distributions to the Fund's shareholders. These provisions also (a)
will require the Fund to mark-to-market certain types of the positions in its
portfolio (i.e., treat them as if they were closed out) and (b) may cause the
Fund to recognize income without receiving cash to pay dividends or make
distributions in amounts necessary to satisfy the distribution requirements for
avoiding income and excise taxes. Each Fund will monitor its transactions, will
make the appropriate tax elections and will make the appropriate entries in its
books and records when it acquires any option, futures contract or hedged
investment in order to mitigate the effect of these rules and prevent its
disqualification as a regulated investment company.

      Any regulated futures contracts and certain options (namely, nonequity
options and dealer equity options) in which a Fund may invest may be "section
1256 contracts." Gains (or losses) on these contracts generally are considered
to be 60% long-term and 40% short-term capital gains or losses. Also, section
1256 contracts held by a Fund at the end of each taxable year (and on certain
other dates prescribed in the Code) are "marked to market" with the result that
unrealized gains or losses are treated as though they were realized.


                                      -26-
<PAGE>

      Transactions in options, futures and forward contracts undertaken by a
Fund may result in "straddles" for federal income tax purposes. The straddle
rules may affect the character of gains (or losses) realized from such
transactions, and losses realized by the Fund on positions that are part of a
straddle may be deferred under the straddle rules, rather than being taken into
account in calculating the taxable income for the taxable year in which the
losses are realized. In addition, certain carrying charges (including interest
expense) associated with positions in a straddle may be required to be
capitalized rather than deducted currently. Certain elections that a Fund may
make with respect to its straddle positions may also affect the amount,
character and timing of the recognition of gains or losses from the affected
positions.

      Because only a few regulations implementing the straddle rules have been
promulgated, the consequences of such transactions to a Fund are not entirely
clear. The straddle rules may increase the amount of short-term capital gain
realized by a Fund, which is taxed as ordinary income when distributed to its
shareholders. Because application of the straddle rules may affect the character
of gains or losses, defer losses and/or accelerate the recognition of gains or
losses from the affected straddle positions, the amount which must be
distributed to you as ordinary income or long-term capital gain may be increased
or decreased substantially as compared to a fund that did not engage in such
transactions.

      Constructive sales

      Under certain circumstances, a Fund may recognize gain from a constructive
sale of an "appreciated financial position" it holds if it enters into a short
sale, forward contract or other transaction that substantially reduces the risk
of loss with respect to the appreciated position. In that event, the Fund would
be treated as if it had sold and immediately repurchased the property and would
be taxed on any gain (but not loss) from the constructive sale. The character of
gain from a constructive sale would depend upon the Fund's holding period in the
property. Loss from a constructive sale would be recognized when the property
was subsequently disposed of, and its character would depend on the Fund's
holding period and the application of various loss deferral provisions of the
code. Constructive sale treatment does not apply to transactions closed prior to
the end of the 30th day after the close of the taxable year, if certain
conditions are met.

      Section 988 gains or losses

      Gains or losses attributable to fluctuations in exchange rates which occur
between the time a Fund accrues income or other receivables or accrues expenses
or other liabilities denominated in a foreign currency and the time the Fund
actually collects such receivables or pays such liabilities generally are
treated as ordinary income or ordinary loss. Similarly, on disposition of some
investments, including debt securities and certain forward contracts denominated
in a foreign currency, gains or losses attributable to fluctuations in the value
of the foreign currency between the acquisition and disposition of the position
also are treated as ordinary gain or loss. These gains and losses, referred to
under the Code as "section 988" gains or losses, increase or decrease the amount
of the Fund's investment company taxable income available to be distributed to
its shareholders as ordinary income. If section 988 losses exceed other
investment company taxable income during a taxable year, the Fund would not be
able to make any ordinary dividend distributions, or distributions made before
the losses were realized would be recharacterized as a return of capital to its
shareholders, rather than as an ordinary dividend, thereby reducing the basis of
the Fund shares.

      THE FOREGOING IS ONLY A SUMMARY OF CERTAIN MATERIAL TAX CONSEQUENCES
AFFECTING THE FUNDS AND YOURSELF. YOU ARE ADVISED TO CONSULT YOUR OWN TAX
ADVISER WITH RESPECT TO THE PARTICULAR TAX CONSEQUENCES TO YOU OF AN INVESTMENT
IN THE FUNDS.


                                      -27-
<PAGE>

                              FINANCIAL STATEMENTS

      The audited financial statements, notes to the audited financial
statements and report of the independent public accountants of CIK and CGF for
the fiscal year ended December 31, 2000 are included in the annual report of
each Fund for such fiscal year. The annual report of each Fund, which either
accompany this Statement of Additional Information or has previously been
provided to you, is incorporated herein by reference with respect to such
information. The annual report of each Fund may be obtained without charge, by
writing to Shareholder Communications Corporation, 17 State Street, New York,
New York 10004, or by calling 1(800) 223-2064.

                         PRO FORMA FINANCIAL STATEMENTS

      The following tables set forth the unaudited pro forma condensed statement
of assets and liabilities and unaudited pro forma condensed statement of
operations for each Fund as of and for the year ended December 31, 2000 as
adjusted to give effect to the Reorganization.


                                      -28-
<PAGE>

                          YEAR ENDED DECEMBER 31, 2000
             PRO FORMA COMBINED STATEMENT OF ASSETS AND LIABILITIES

<TABLE>
<CAPTION>
                                                                                                                      Pro-Forma of
                                                                                                                        Combined
                                                                                                                      Statement of
                                                                                                                       Assets and
                                                                    CGF                CIK           Adjustments      Liabilities
                                                             ---------------------------------------------------------------------
<S>                                                          <C>                <C>                    <C>            <C>
ASSETS
Investments at Value
   (CGF Cost $99,627,659) (CIK Cost $267,765,551)........    $  82,645,303      $  191,985,690                        $ 274,630,993
Receivables:
   Dividend and Interest ................................        2,737,843           6,212,535                            8,950,378
   Investments Sold......................................          135,095                                                  135,095
   Other Assets..........................................           17,117              24,695                               41,812
                                                             -------------      --------------                        -------------
Total Assets.............................................       85,535,358         198,222,920                          283,758,278
                                                             =============      ==============                        =============
LIABILITIES
Payables:
   Unrealized Depreciation of Forward Foreign Currency
      Exchange Contracts.................................            7,411                   0                                7,411
   Investment Advisory Fees..............................          100,691             258,798                              359,489
   Professional Fees.....................................           39,613              45,581                               85,194
   Shareholders' Reports.................................           17,870              44,798                               62,668
   Custodian Fees........................................           13,465              15,575                               29,040
   Administrative Fees...................................           12,243              27,000                               39,243
   Investments Purchased.................................            7,044                   0                                7,044
   Shareholder Servicing Fees............................            4,295                   0                                4,295
   Directors' Fees.......................................              750                 750                                1,500
   Other Liabilities.....................................              413              13,414                               13,827
                                                             -------------      --------------                        -------------
Total Liabilities........................................          203,795             405,916                              609,711
                                                             -------------      --------------                        -------------
Net Assets...............................................       85,331,563         197,817,004                          283,148,567
                                                             -------------      --------------                        -------------
Net Assets Consist of:
Capital Shares at $.001 Par Value........................           11,977              34,708             2,995             49,680
Capital Paid in Excess of Par Value......................      110,670,038         288,994,680            (2,995)       399,661,723
Distributions in Excess of Net
   Investment Loss.......................................          (43,455)            (61,160)                            (104,615)
Accumulated Net Realized Loss............................       (8,319,202)        (15,371,363)                         (23,690,565)
Unrealized Depreciation on Investments and Foreign
   Currency Translations.................................      (16,987,795)        (75,779,861)                         (92,767,656)
                                                             -------------      --------------                        -------------
Net Assets...............................................    $  85,331,563      $  197,817,004                 0      $ 283,148,567
                                                             -------------      --------------      ------------      -------------
Shares Outstanding.......................................       11,976,699          34,708,369         2,993,751         49,678,819
                                                             -------------      --------------      ------------      -------------
Net Asset Value Per Share................................            $7.12               $5.70                                $5.70
</TABLE>

                   See Notes to Pro Forma Financial Statements
<PAGE>

                          YEAR ENDED DECEMBER 31, 2000
                   PRO-FORMA COMBINED STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
                                                                                                          Pro-Forma of
                                                                                                            Combined
                                                                                                           Statement
                                                            CGF               CIK          Adjustments    of Operations     Notes
                                                      -----------------------------------------------------------------------------
<S>                                                   <C>              <C>                 <C>           <C>                 <C>
INVESTMENT INCOME
Interest
   (Net of foreign taxes withheld of $134,649)......  $  10,080,876    $   24,488,930      $         0   $  34,569,806
Dividends...........................................        200,962           528,610                0         729,572
                                                      -------------   ---------------      -----------   -------------

   Total Income.....................................     10,281,838        25,017,540                0      35,299,378
                                                      -------------    --------------      -----------   -------------
EXPENSES
   Investment Advisory Fees.........................        471,683         1,148,861         (131,056)      1,489,488       a
   Shareholders' Reports............................        154,091           143,814         (113,198)        184,707       b
   Administrative Fees..............................         84,784           170,550          (42,719)        212,615       c
   Professional Fees................................         80,825            68,699          (49,024)        100,500       d
   Custodian Fees...................................         78,483            91,182          (72,786)         96,879       e
   Directors' Fees and Expenses.....................         43,932            43,419          (32,061)         55,290       f
   Shareholder Servicing Fees.......................         36,583            73,001          (25,584)         84,000       g
   Annual Meeting Fees..............................         26,836                 0            7,933          34,769       h
   Other............................................         10,913            61,342            1,744          73,999       i
                                                      -------------   ---------------      -----------   -------------
Total Expenses......................................        988,130         1,800,868         (456,751)      2,332,247
                                                      -------------   ---------------      -----------   -------------
Net Investment Income...............................      9,293,708        23,216,672                       32,967,131
                                                      -------------    --------------                    -------------

Net Realized Gain (Loss):
   Investments......................................      1,381,434        (4,981,733)               0      (3,600,299)
   Foreign Currency.................................         35,478           (50,319)               0         (14,841)
Total Net Realized Gain (Loss)......................      1,416,912        (5,032,052)               0      (3,615,140)
Change in Unrealized Appreciation (Depreciation):
   Investments......................................    (15,495,992)      (48,839,274)               0     (64,335,266)
                                                      -------------   ---------------      -----------   -------------
Net Realized Loss and Change in Unrealized
   Appreciation (Depreciation)......................    (14,079,080)      (53,871,326)               0     (67,950,406)
                                                      -------------   ---------------      -----------   -------------
NET DECREASE IN NET ASSETS RESULTING FROM
   OPERATIONS.......................................  $  (4,785,372)   $  (30,654,654)     $  (456,751)  $ (34,983,275)
                                                      -------------   ---------------      -----------   -------------
</TABLE>

- ------------------

(a)   Based on the New Investment Advisory Agreement if it had been in place for
      the year ended 12/31/00.
(b)   Estimated expenses of combined Funds.
(c)   Estimated fees using current administration contract.
(d)   Estimated expenses of combined Funds.
(e)   Estimated fees based on current agreement in place.
(f)   Estimated fees based on current agreement plus additional out of pocket
      expenses and meeting fees.
(g)   Estimated expenses of combined Funds.
(h)   Estimated expenses of combined Funds.
(i)   Estimated expenses includes NYSE expense, Insurance expense and
      miscellaneous charges.

                   See Notes to Pro Forma Financial Statements
<PAGE>

               PRO FORMA PORTFOLIO OF INVESTMENTS OF COMBINED FUND
                                December 31, 2000

<TABLE>
<CAPTION>
                                                                   CGF                CGF
                                                             ---------------   -----------------
                                                Moody's       Face              Face                  Face
                                                Ratings      Amount            Amount                Amount
                                              (Unaudited)    (000)   Value      (000)    Value        (000)        Value
                                              -----------    ------  -----     ------    -----       ------        -----
<S>                                               <C>         <C>    <C>       <C>     <C>            <C>       <C>
DOMESTIC SECURITIES (86.0%)

CORPORATE OBLIGATIONS (79.7%)

Aerospace/Defense (0.7%)
   Decrane Aircraft Holdings Series B, Gtd.
      12.00%, 9/30/08 (1)                         Caa1                           800     732,000      $800        $732,000
   Lockheed Martin Corp. Notes 7.95%, 12/1/05     Baa3                           195     207,908       195         207,908
   Raytheon Co. Notes 6.45%, 8/15/02              Baa2                           400     398,580       400         398,580
   Sequa Corp. Sr. Notes 9.00%, 8/1/09            Ba2         250    249,375                           250         249,375
   United Technologies Corp. Notes 6.625%,
      11/15/04                                     A2                            260     265,216       260         265,216
Group Total                                                          249,375           1,603,704                 1,853,079

Automotive (2.1%)
   Aetna Industries, Inc. Sr. Notes 11.875%,
      10/1/06                                      B3                            600     303,750       600         303,750
   Cambridge Industries, Inc. Series B, Gtd.
      Sr. Sub. Notes 10.25%, 7/15/07 (2)          N/R         250     63,750     500     127,500       750         191,250
   Collins & Aikman Products Corp. Sr. Sub.
      Notes 11.50%, 4/15/06                        B2         250    196,250     700     686,000       950         882,250
   Daimler Chrysler NA Holdings, Corp.:
      Gtd.7.40%, 1/20/05                           A2                            125     125,643       125         125,643
      8.00%, 6/15/10                               A2                            100     101,046       100         101,046
   Delco Remy International, Inc. Gtd. Sr.
      Sub. Notes 10.625%, 8/1/06                   B2         250    211,250                           750         633,750
   Diamond Triumph Auto Gtd. 9.25%, 4/1/08         B3                                                  500         367,500
   Hayes Lemmerz International, Inc.: Series
      B, Gtd. Sr. Notes 9.125%, 7/15/07            B2                                                  500         332,500
      8.25%, 12/15/08                              B2                                                1,000         650,000
   Motor Coach Industries International, Inc.
      Gtd. 11.25%, 5/1/09                          B2                                                1,250         343,750
   Oxford Automotive, Inc. Gtd. Sr. Sub. Notes
      10.125%, 6/15/07                            Caa1                                              $1,625      $1,113,125
   PEP Boys-Manny Moe & Jack Notes 7.00%,
      6/1/05                                      Ba3                                                  750         470,692
   Safety Components International, Inc.
      Series B, Gtd. Sr. Sub. Notes 10.125%,
      7/15/07 (2)                                  B3                                                  500         107,500
   Stanadyne Automotive Series B, Gtd. Sr.
      Sub. Notes 10.25%, 12/15/07                 Caa1                                                 400         299,000
   Visteon Corp. Sr. Notes 8.25%, 8/1/10          Baa2                                                  50          49,380
Group Total                                                                                                      5,971,136

Broadcasting (4.2%)
   ACME Television LLC/ ACME Financial Corp.
      Gtd. Sr. Discount Notes 0.00%, 9/30/04
      (3)                                          B3                                                  500         435,000
   Australis Holdings Pty. Ltd. Yankee Sr.
      Secured Discount Notes 0.00%, 11/1/02
      (2)(3)                                      N/R                                                4,600             460
   Australis Media Ltd. Yankee Units 15.75%,
      5/15/03 (2)(6)                              N/R                                                3,141          15,704
   Citadel Broadcasting Co. Gtd. 9.25%,
      11/15/08                                     B3                                                 $250        $243,750
   Cumulus Media, Inc. Sr. Sub. Notes 10.375%,
      7/1/08                                       B3                                                  800         646,000
   EchoStar Communications Corp. Sr. Notes
      9.375%, 2/1/09                               B1                                                1,000         975,000
   Granite Broadcasting Corp.: Series A, Sr.
      Sub. Notes 9.375%, 12/1/05                  Caa1                                                 300         184,500
      8.875%, 5/15/08                             Caa1                                               1,150         707,250
   Pegasus Media &Communications, Inc.Series
      B, Notes12.50%, 7/1/05                       B3                                                  500         505,000
</TABLE>

<PAGE>

               PRO FORMA PORTFOLIO OF INVESTMENTS OF COMBINED FUND
                                December 31, 2000

<TABLE>
<CAPTION>
                                                                   CGF                CGF
                                                             ---------------   -----------------
                                                Moody's       Face              Face                  Face
                                                Ratings      Amount            Amount                Amount
                                              (Unaudited)    (000)   Value      (000)    Value        (000)        Value
                                              -----------    ------  -----     ------    -----       ------        -----
<S>                                               <C>         <C>    <C>         <C>   <C>          <C>         <C>
   Salem Communications Corp. Series B, Gtd.
      9.50%, 10/1/07                               B3                                                  850         808,563
   Sinclair Broadcast Group, Inc.: Sr. Sub.
      Notes 10.00%, 9/30/05                        B2                                                1,200       1,170,000
       8.75%, 12/15/07                             B2                                                  600         540,000
   Susquehanna Media Co. Sr. Sub. Notes 8.50%,
      5/15/09                                      B1                                                  150         148,500
   Time Warner Telecom, LLC Sr. Notes 9.75%,
      7/15/08                                      B2                                                 $750        $693,750
   Turner Broadcasting Systems, Inc. Sr. Notes
      7.40%, 2/1/04                               Baa1                                                  65          66,676
   United International Holdings, Inc. Series
      B, Sr. Discount Notes 0.00%, 2/15/08 (3)     B3                                                1,950         809,250
   Univision Network Holding L.P. Sub. Notes
      7.00%, 12/17/02                             N/R                                                2,073       2,798,650
   Young Broadcasting, Inc. Series B, Gtd. Sr.
      Sub. Notes 8.75%, 6/15/07                    B2                                                1,315       1,198,294
Group Total                                                                                                     11,946,347

Business Services (1.1%)
   General Binding Corp. Gtd. Sr. Sub. Notes
      9.375%, 6/1/08                              Caa1                                                 500         367,500
   Iron Mountain, Inc. Sr. Sub. Notes 8.75%,
      9/30/09                                      B2                                                  700         691,250
   La Petite Academy, Inc. Gtd. 10.00%, 5/15/08    B3                                                1,250         668,750
   Maxxam Group Holdings, Inc. Series B, Sr.
      Notes 12.00%, 8/1/03                        Caa1                                                 700         556,500
   Pentacon, Inc. Series A, Gtd. 12.25%, 4/1/09    B3                                                  900         490,500
   Werner Holdings Series A, Gtd. 10.00%,
      11/15/07                                     B2                                                  450         416,250
Group Total                                                                                                      3,190,750

Cable (9.6%)
   Adelphia Communications Corp. Series B, Sr.
      Notes 8.375%, 2/1/08                         B2                                                1,000         865,000
   Alliance Atlantis Communications Corp.
      Yankee Sr Sub. Notes 13.00%, 12/15/09        B2                                                  500         498,125
   CSC Holdings, Inc.: Sr. Sub. Notes 9.875%,
      5/15/06                                     Ba3                                                  400         410,000
   Series B, Sr. Sub. Debentures 8.125%,
      8/15/09 9.875%, 2/15/13                     Ba1                                                 $350        $357,201
                                                  Ba3                                                1,100       1,133,000
   Cablevision S.A. Bonds 13.75%, 5/1/09           B1                                                  330         241,725
   Century Communications Corp.: Series B, Sr.
      Notes 0.00%, 1/15/08                         B2                                                  650         253,500
   Sr. Notes 9.75%, 2/15/02                        B2                                                  500         491,250
      8.75%, 10/1/07                               B2                                                  650         559,813
   Charter Communications Holdings: Sr. Notes
      8.625%, 4/1/09 10.25%, 1/15/10 (1)           B2                                                  750         684,375
                                                   B2                                                1,050       1,029,000
   Sr. Discount Notes 0.00%, 4/1/11 (3)            B2                                                1,300         757,250
   Classic Cable, Inc. Series B, Gtd. 9.375%,
      8/1/09                                      Caa1                                                 650         295,750
   Coaxial Communications, Inc. Gtd. Notes
      10.00%, 8/15/06                              B3                                                1,250       1,195,313
   Comcast UK Cable Partners, Ltd. Yankee Sr.
      Debentures 0.00%, 11/15/07 (3)               B2                                                  500         427,500
   DIVA Systems Corp. Series B, Sr. Discount
      Notes 0.00%, 3/1/08 (3)                     N/R                                                3,885       1,612,275
   Diamond Cable Communications plc Yankee
      Discount Notes 0.00%, 12/15/05 (3)          Caa1                                               1,800       1,620,000
   James Cable Partners L.P. Series B, Sr.
      Notes 10.75%, 8/15/04                       Caa                                                1,800       1,143,000
   Jones Intercable, Inc. Sr. Notes 7.625%,
      4/15/08                                     Baa2                                               1,150       1,185,423
   Lenfest Communications, Inc.: Sr. Notes
      8.375%, 11/1/05                             Baa2                                                 500         535,421
</TABLE>


                                     - 2 -
<PAGE>

               PRO FORMA PORTFOLIO OF INVESTMENTS OF COMBINED FUND
                                December 31, 2000

<TABLE>
<CAPTION>
                                                                   CGF                CGF
                                                             ---------------   -----------------
                                                Moody's       Face              Face                  Face
                                                Ratings      Amount            Amount                Amount
                                              (Unaudited)    (000)   Value      (000)    Value        (000)        Value
                                              -----------    ------  -----     ------    -----       ------        -----
<S>                                               <C>         <C>    <C>         <C>   <C>          <C>         <C>
      10.50%, 6/15/06                             Baa3                                               1,250       1,447,280
      8.25%, 2/15/08                              Baa3                                                 200         207,544
   Mediacom LLC/Capital Corp. Sr. Notes
      7.875%, 2/15/11                              B2                                                  850         720,375
   NTL Communications Corp.: Series B, Sr.
      Notes 0.00%, 10/1/08 (3)                     B2                                                1,750         953,750
      11.50%, 10/1/08                              B2                                                  600         532,500
   NTL, Inc.: Sr. Notes Series A, 0.00%,
      4/15/05 (3)                                  B2                                               $1,000        $945,000
   Series B, Sr. Notes 0.00%, 2/1/06 (3)           B2                                                1,550       1,356,250
      10.00%, 2/15/07                              B2                                                  750         650,625
   Northland Cable Television Sr. Sub. Notes
      10.25%, 11/15/07                             B3                                                  750         506,250
   Olympus Communications, L.P./ Olympus
      Capital Corp. Series B, Sr. Notes
      10.625%, 11/15/06                            B2                                                1,250       1,156,250
   Renaissance Media Group Sr. Discount Notes
      0.00%, 4/15/08 (3)                           B3                                                1,000         688,750
   Rogers Cablesystems, Ltd. Gtd. 10.00%,
      12/1/07                                     Baa3                                                 700         738,500
   Rogers Communications, Inc. Sr. Notes
      8.875%, 7/15/07                             Ba2                                                  200         199,000
   Telewest Communications plc Yankee Sr. Sub.
      Discount Debentures 0.00%, 10/1/07 (3)       B1                                                2,100       1,879,500
Group Total                                                                                                     27,276,495

Chemicals (1.5%)
   Applied Extrusion Technologies Series B,
      Sr. Notes 11.50%, 4/1/02                     B2                                                1,500         885,000
   Huntsman Corp. Sr. Sub. Notes 9.50%, 7/1/07
      (1)                                          B2                                                1,050         635,250
   Huntsman Polymers Corp. Sr. Notes 11.75%,
      12/1/04                                      B1                                                1,150         891,250
   Laroche Industries, Inc. Series B, Sr. Sub.
      Notes 9.50%, 9/15/07 (2)                     Ca                                                  400          22,000
   Lyondell Chemical Co. Series B, Secured
      Notes 9.875%, 5/1/07                        Ba3                                                  750         729,375
   NL Industries, Inc. Sr. Secured Notes
      11.75%, 10/15/03                             B1                                                  317         321,755
   Philipp Brothers Chemicals, Inc. Gtd.
      9.875%, 6/1/08                               B3                                                  150         108,750
   Sterling Chemical Holdings, Inc. Sr.
      Secured Discount Notes 0.00%, 8/15/08 (3)   Caa1                                              $1,000        $110,000
   Sterling Chemicals, Inc. Sr. Sub. Notes
      11.75%, 8/15/06                              B3                                                  434         210,490
   Texas Petrochemical Corp. Series B, Sr.
      Sub. Notes 11.125%, 7/1/06                  Caa1                                                 600         456,000
Group Total                                                                                                      4,369,870

Construction & Building Materials(1.6%)
   AFC Enterprises Sr. Sub. Notes 10.25%,
      5/15/07                                      B2                                                  500         472,500
   American Architectural Products Corp. Gtd.
      Sr. Notes 11.75%, 12/1/07 (2)                Ca                                                1,400         371,000
   Brand Scaffold Services, Inc. Sr. Notes
      10.25%, 2/15/08                              B3                                                  400         361,499
   Collins & Aikman Floor Coverings, Inc.
      Series B, Sr. Sub. Notes 10.00%, 1/15/07     B2                                                1,250       1,030,000
   D.R. Horton, Inc. Sr. Sub. Notes 9.75%,
      9/15/10                                     Ba3                                                  150         141,750
   Dayton Superior Corp. Gtd. 13.00%, 6/15/09      B3                                                1,250       1,131,250
   International Utility Structures, Inc.
      Yankee Sr. Sub. Notes 10.75%, 2/1/08        Caa1                                                 650         445,250
   MMI Products, Inc. Series B, Sr. Sub. Notes
      11.25%, 4/15/07                              B2                                                  250         245,000
   Presley Companies Sr. Notes 12.50%, 7/1/01     Caa3                                                 250         233,750
Group Total                                                                                                      4,431,999
</TABLE>


                                     - 3 -
<PAGE>

               PRO FORMA PORTFOLIO OF INVESTMENTS OF COMBINED FUND
                                December 31, 2000

<TABLE>
<CAPTION>
                                                                   CGF                CGF
                                                             ---------------   -----------------
                                                Moody's       Face              Face                  Face
                                                Ratings      Amount            Amount                Amount
                                              (Unaudited)    (000)   Value      (000)    Value        (000)        Value
                                              -----------    ------  -----     ------    -----       ------        -----
<S>                                               <C>         <C>    <C>         <C>   <C>          <C>         <C>
Consumer Products & Services (2.5%)
   Coinstar, Inc. Sr. Discount Notes 13.00%,
      10/1/06                                     N/R                                                2,050       2,111,500
   Doskocil Manufacturing Co., Inc. Gtd. Sr.
      Sub. Notes 10.125%, 9/15/07                  B3                                                  500         127,500
   Drypers Corp. Series B, Sr. Notes 10.25%,
      6/15/07                                      Ca                                                 $400         $35,000
   Fort James Corp. Sr. Notes 6.234%, 3/15/01     Baa3                                                  45          44,814
   Holmes Products Corp. Gtd. Sr. Sub. Notes
      9.875%, 11/15/07                             B3                                                1,000         445,000
   Indesco International, Inc. Gtd. Sr. Sub.
      Notes 9.75%, 4/15/08 (2)                     B3                                                  600         117,000
   Jordan Industries, Inc. Series B, Sr. Notes
      10.375%, 8/1/07                              B3                                                1,375       1,161,875
   Jostens, Inc. Sr. Sub. Notes 12.75%, 5/1/10
      (1)                                          B3                                                  900         814,500
   Knology Holdings, Inc. Sr. Discount Notes
      0.00%, 10/15/07  (3)                        N/R                                                1,250         243,750
   Packaged Ice, Inc. Gtd. Sr. Notes 9.75%,
      2/1/05                                       B3                                                  100          79,500
   Playtex Products, Inc. Series B, Gtd. Sr.
      Notes 8.875%, 7/15/04                        B1                                                  425         405,875
   Scotts Co. Sr. Sub. Notes 8.625%, 1/15/09
      (1)                                          B2                                                  750         731,250
   Sealy Mattress Co. Gtd. Sr. Sub. Notes
      9.875%, 12/15/07                             B3                                                  200         194,000
   United Rentals, Inc. Sr. Sub. Notes 9.25%,
      1/15/09                                      B1                                                  750         573,750
Group Total                                                                                                      7,085,314

Electronics (1.0%)
   Aavid Thermal Technologies, Inc. Gtd.
      12.75%, 2/1/07                               B2                                                  150         128,250
   Condor Systems, Inc. Gtd. 11.875%, 5/1/09       B3                                                  650         430,625
   Details, Inc. Series B, Sr. Sub. Notes
      10.00%, 11/15/05                             B3                                                  750         693,750
   Metromedia Fiber Network, Inc. Series B,
      Sr. Notes 10.00%, 11/15/08                   B2                                                  250         208,750
   Numatics, Inc. Series B, Gtd. 9.625%, 4/1/08    B3                                                  200         125,000
   Unisys Corp.: Sr. Notes 11.75%, 10/15/04       Ba1                                                  325         344,500
      7.875%, 4/1/08                              Ba1                                                  250         233,125
   Viasystems, Inc.: Sr. Sub. Notes 9.75%,
      6/1/07                                       B3                                                  650         518,375
   Series B, Sr. Sub. Notes 9.75%, 6/1/07          B3                                                 $150        $119,625
Group Total                                                                                                      2,802,000

Energy (7.2%)
   AES Corp. Sr. Notes 9.50%, 6/1/09              Ba1                                                  250         260,000
   Abraxas Petroleum Corp. Series D, Sr.
      Notes. 11.50%, 11/1/04                      Caa3                                               1,454       1,301,330
   Bellwether Exploration Co. Gtd. Sr. Sub.
      Notes 10.875%, 4/1/07                        B3                                                1,500       1,432,500
   CMS Energy Corp. Sr. Notes 7.50%, 1/15/09      Ba3                                                  250         229,632
   CMS Energy/Atlantic Methanol Secured Notes
      10.875%, 12/15/04 (1)                        B1                                                  250         251,250
   Calpine Corp. Sr. Notes 7.75%, 4/15/09         Ba1                                                  700         653,189
   Canadian Forest Oil Ltd. Gtd. Sr. Sub.
      Notes 8.75%, 9/15/07                         B2                                                  750         740,625
   Clark R & M, Inc. Sr. Notes 8.625%, 8/15/08    Ba3                                                  350         264,250
   Cliffs Drilling Co. Series D, Gtd. Sr.
      Notes 10.25%, 5/15/03                       Ba3                                                1,350       1,375,312
   Cogentrix Energy, Inc. Gtd. Unsecured Notes
      8.75%, 10/15/08                             Baa3                                               1,000       1,021,839
   Conoco, Inc. Sr. Notes 5.90%, 4/15/04           A3                                                  220         217,976
   Continental Resources Gtd. Sr. Notes
      10.25%, 8/1/08                              Caa1                                                 400         349,000
   Contour Energy Co. Gtd. 14.00%, 4/15/03         B3                                                1,219       1,273,855
   Dominion Resources, Inc. Sr. Notes 8.125%,
      6/15/10                                     Baa1                                                 185         200,160
</TABLE>


                                     - 4 -
<PAGE>

               PRO FORMA PORTFOLIO OF INVESTMENTS OF COMBINED FUND
                                December 31, 2000

<TABLE>
<CAPTION>
                                                                   CGF                CGF
                                                             ---------------   -----------------
                                                Moody's       Face              Face                  Face
                                                Ratings      Amount            Amount                Amount
                                              (Unaudited)    (000)   Value      (000)    Value        (000)        Value
                                              -----------    ------  -----     ------    -----       ------        -----
<S>                                               <C>         <C>    <C>         <C>   <C>           <C>        <C>
   Duke Energy Field Services: Notes 7.50%,
      8/16/05                                     Baa2                                                 115         119,799
      7.875%, 8/16/10                             Baa2                                                  90          96,094
   El Paso Energy Corp. Sr. Notes 6.75%,
      5/15/09                                     Baa2                                                 255         251,784
   Energy Corp. of America Series A, Sr. Sub.
      Notes 9.50%, 5/15/07                        Caa1                                                 250         199,375
   FPL Group Capital, Inc. Gtd. 6.875%, 6/1/04     A2                                                 $380        $385,521
   Frontier Oil Corp. Series A, Sr. Notes
      9.125%, 2/15/06                              B2                                                  200         178,250
      11.75%, 11/15/09                             B2                                                1,050       1,046,063
   Giant Industries, Inc. Gtd. Sr. Sub. Notes
      9.00%, 9/1/07                                B2                                                  500         457,500
   Gothic Production Corp. Series B, Gtd. Sr.
      Secured Notes 11.125%, 5/1/05                B3                                                  800         860,000
   H.S. Resources, Inc.: Sr. Sub. Notes
      9.875%, 12/1/03                              B2                                                  500         507,500
   Gtd. Sr. Sub. Notes 9.25%, 11/15/06             B2                                                  850         858,500
   Key Energy Services, Inc. Sr. Sub. Notes
      14.00%, 1/15/09                              B3                                                1,500       1,710,000
   KeySpan Corp. Notes 7.25%, 11/15/05             A3                                                  185         192,502
   Keyspan Gas East Unsub. Notes 7.875%, 2/1/10    A2                                                  230         247,247
   Nuevo Energy Co. Series B, Sr. Sub. Notes
      9.50%, 6/1/08                                B1                                                  150         152,250
   Occidental Petroleum Corp. Sr. Notes
      7.375%, 11/15/08                            Baa3                                                 140         144,029
   Ocean Energy, Inc. Series B, Gtd. 8.375%,
      7/1/08                                      Ba3                                                  150         153,375
   Pacific Gas & Electric Co. Sr. Notes
      7.375%, 11/1/05 (1)                          A2                                                   55          45,952
   Parker Drilling Co. Series D, Gtd. 9.75%,
      11/15/06                                     B1                                                  750         757,500
   Phillips Petroleum Co.: Notes 8.50%, 5/25/05   Baa2                                                  35          37,893
      8.75%, 5/25/10                              Baa2                                                  55          62,922
   Plains Resources, Inc. Series B, Gtd. Sr.
      Sub. Notes 10.25%, 3/15/06                   B2                                                  375         376,875
   Southwest Royalties, Inc. Series B, Gtd.
      Sr. Notes 10.50%, 10/15/04                  Caa                                                1,300       1,108,250
   Triton Energy, Ltd. Sr. Notes 8.875%,
      10/1/07                                     Ba3                                                  200         203,250
   Wiser Oil Co. Gtd. Sr. Sub. Notes 9.50%,                                                                        563,500
      5/15/07                                     Caa3                                                $700     $20,286,849
Group Total

Entertainment (2.1%)
   Ackerley Group, Inc. Series B, Sr. Sub.
      Notes 9.00%, 1/15/09                         B2                                                  250         220,000
   American Skiing Co. Series B, Sr. Sub.
      Notes 12.00%, 7/15/06                       Caa3                                                 625         503,125
   Bally Total Fitness Holdings Series D, Sr.
      Sub. Notes 9.875%, 10/15/07                  B3                                                  500         466,250
   Booth Creek Ski Holdings, Inc. Series B,
      Sr. Sub. Notes 12.50%, 3/15/07              Caa1                                               1,250         918,750
   Cinemark U.S.A., Inc. Series D, Sr. Sub.
      Notes 9.625%, 8/1/08                        Caa                                                  450         294,750
   KSL Recreation Group, Inc. Series B, Sr.
      Sub. Notes 10.25%, 5/1/07                    B2                                                  430         423,550
   Loews Cineplex Sr. Sub. Notes 8.875%, 8/1/08    B3                                                  900         139,500
   Outboard Marine Corp. Series B, Gtd. Sr.
      Notes 10.75%, 6/1/08                         B3                                                  500         102,500
   PTI Holdings, Inc. Sub. Notes 7.00%,
      12/17/02                                    N/R                                                  507         684,335
   Premier Parks, Inc. Sr. Notes 9.75%, 6/15/07    B3                                                  150         146,250
   Production Resource Group, LLC/PRG Finance
      Group Gtd. Sr. Sub. Notes 11.50%, 1/15/08   N/R                                                1,000         505,000
   Regal Cinemas, Inc.: Sr. Sub. Notes 9.50%,
      6/1/08                                       Ca                                                1,450          97,875
      8.875%, 12/15/10                             Ca                                                  250          16,875
   Silver Cinemas, Inc. Sr. Sub. Notes 10.50%,
      4/15/05 (2)                                 Caa1                                               1,900         152,000
   Time Warner, Inc.: Debentures 7.48%, 1/15/08   Baa1                                                 210         215,460
</TABLE>


                                     - 5 -
<PAGE>

               PRO FORMA PORTFOLIO OF INVESTMENTS OF COMBINED FUND
                                December 31, 2000

<TABLE>
<CAPTION>
                                                                   CGF                CGF
                                                             ---------------   -----------------
                                                Moody's       Face              Face                  Face
                                                Ratings      Amount            Amount                Amount
                                              (Unaudited)    (000)   Value      (000)    Value        (000)        Value
                                              -----------    ------  -----     ------    -----       ------        -----
<S>                                               <C>         <C>    <C>         <C>   <C>           <C>         <C>
   Notes 8.11%, 8/15/06                           Baa1                                                  60          63,722
   Yanknets LLC/ Yanknets CP Sr. Notes 12.75%,
      3/1/07 (1)(5)                                B1                                                1,050       1,018,500
Group Total                                                                                                      5,968,442

Financial Services (2.6%)
   Allstate Corp. Sr. Notes 7.875%, 5/1/05         A1                                                 $135        $142,862
   Associates Corp. Sr. Notes 6.25%, 11/1/08       A1                                                  400         386,286
   Bank of America Corp. Notes 7.875%, 5/16/05    Aa2                                                  100         105,644
   Sub. Notes 7.80%, 2/15/10                      Aa3                                                  345         359,657
   Chase Manhattan Corp. Sub. Notes 7.00%,
      11/15/09                                     A1                                                  260         259,245
   Citicorp Series F, Sub. Notes 6.375%,
      11/15/08                                     A1                                                  140         136,216
   Citigroup, Inc. Sub. Notes 7.25%, 10/1/10      Aa3                                                  100         103,217
   Conseco Finance Trust III Bonds 8.796%,
      4/1/27                                      Caa                                                   55          21,175
   Conseco, Inc.: Notes 6.40%, 2/10/03             B1                                                  155         118,575
      9.00%, 10/15/06                              B1                                                  100          70,000
   Duke Capital Corp. Sr. Notes 7.25%, 10/1/04     A3                                                  405         417,605
   ERAC USA Finance Co. Notes 7.95%, 12/15/09
      (1)                                         Baa1                                                  50          49,631
   Enron Corp. Notes 7.875%, 6/15/03              Baa1                                                  60          62,002
   Finova Capital Corp.: Notes 6.55%, 11/15/02    Baa1                                                 155          94,990
      7.25%, 11/8/04                              Baa1                                                 135          81,143
   Ford Motor Credit Co. Notes 7.875%, 6/15/10     A2                                                  290         299,341
   GE Global Insurance Notes 7.50%, 6/15/10       Aa1                                                  355         378,485
   General Electric Capital Corp. Notes 7.00%,
      2/3/03                                      Aaa                                                  375         382,901
   General Motors Acceptance Corp. Notes
      7.50%, 7/15/05                               A2                                                 $375        $384,315
   Goldman Sachs Group, Inc. Sr. Unsub. Notes
      7.80%, 1/28/10                               A1                                                  175         184,333
   Hanvit Bank Sub. Notes 11.75%, 3/1/10          Ba3                                                  150         146,390
   John Hancock Global Funding II Notes 7.90%,
      7/2/10 (1)                                  Aa2                                                  240         259,728
   Lehman Brothers Holdings, Inc.: Notes
      6.625%, 4/1/04                               A2                                                   50          49,871
      8.25%, 6/15/07                               A2                                                   60          63,027
   Madison River Capital/ Finance Sr. Notes
      13.25%, 3/1/10                              Caa1                                               1,500         982,500
   Morgan Stanley Dean Witter & Co. Notes
      7.75%, 6/15/05                              Aa3                                                   95          99,919
   Potomac Capital Investment Corp. Notes
      7.55%, 11/19/01 (1)                          A3                                                  150         151,863
   Sovereign Bancorp Sr. Notes 10.50%, 11/15/06   Ba3                                                  250         247,500
   US West Cap Funding, Inc. Gtd. 6.875%,
      8/15/01 (1)                                 Baa1                                                 120         120,302
   Wells Fargo & Co.: Sr. Notes 7.25%, 8/24/05    Aa2                                                  180         187,498
      Subordinated 7.55%, 6/21/10                 Aa2                                                  100         106,016
   Westfed Holdings Sr. Debentures 15.50%,
      9/15/99 (2)                                 N/R                                                2,000         680,000
   Windsor Woodmont Black Hawk Units 13.00%,
      3/15/05                                     N/R                                                  200         198,000
Group Total                                                                                                      7,330,237

Food & Beverages (1.9%)
   Archibald Candy Corp. Gtd. Sr. Secured
      Notes 10.25%, 7/1/04                         B3                                                1,250         618,750
   Aurora Foods, Inc. Series B, Sr. Sub. Notes
      9.875%, 2/15/07                             Caa1                                               1,150         825,125
   B & G Foods, Inc. Gtd. 9.625%, 8/1/07           B3                                                 $700        $453,250
</TABLE>


                                     - 6 -
<PAGE>

               PRO FORMA PORTFOLIO OF INVESTMENTS OF COMBINED FUND
                                December 31, 2000

<TABLE>
<CAPTION>
                                                                   CGF                CGF
                                                             ---------------   -----------------
                                                Moody's       Face              Face                  Face
                                                Ratings      Amount            Amount                Amount
                                              (Unaudited)    (000)   Value      (000)    Value        (000)        Value
                                              -----------    ------  -----     ------    -----       ------        -----
<S>                                               <C>         <C>    <C>         <C>   <C>           <C>         <C>
   Carrols Corp. Gtd. 9.50%, 12/1/08               B3                                                  150          97,875
   Eagle Family Foods Series B, Gtd. Sr. Notes
      8.75%, 1/15/08                               B3                                                  450         227,250
   Fleming Companies, Inc. Sr. Sub. Notes
      10.50%, 12/1/04                              B3                                                  900         702,000
   Kroger Co. Sr. Notes 7.625%, 9/15/06           Baa3                                                 400         416,412
   Premier International Foods, plc Sr. Notes
      12.00%, 9/1/09                               B3                                                1,400       1,155,000
   Stater Brothers Holdings, Inc. Sr. Notes
      10.75%, 8/15/06                              B2                                                  750         618,750
   Vlasic Foods International, Inc. Sr. Sub.
      Notes 10.25%, 7/1/09                         C                                                   650         146,250
Group Total                                                                                                      5,260,662

Health Care (1.3%)
   American General Corp. Notes 7.50%, 8/11/10     A2                                                   65          68,275
   ICN Pharmaceutical Sr. Notes 8.75%,
      11/15/08                                    Ba3                                                  750         753,750
   Icon Health & Fitness, Inc. Gtd. 12.00%,
      9/27/05                                     N/R                                                  222         122,100
   Insight Health Services Corp. Gtd. Sr. Sub.
      Notes 9.625%, 6/15/08                        B3                                                 $200        $187,000
   Meditrust Conv. Debentures 7.50%, 3/1/01        B2                                                2,000       1,950,000
   Paracelsus Healthcare Sr. Sub. Notes
      10.00%, 8/15/06 (2)                          B3                                                  750         300,000
   Unilab Finance Corp. Sr. Sub. Notes 12.75%,
      10/1/09 (1)                                  B3                                                  150         163,500
Group Total                                                                                                      3,544,625

Industrial Goods & Materials (1.8%)
   AAF-McQuay, Inc. Sr. Notes 8.875%, 2/15/03     N/R                                                  150         129,750
   APCOA, Inc. Gtd. Sr. Notes 9.25%, 3/15/08      Caa1                                                 430         144,050
   Applied Extrusion Technologies Corp. Sr.
      Notes 11.50%, 4/1/02                         B2                                                  250         147,500
   Atlantis Plastics, Inc. Sr. Notes 11.00%,
      2/15/03                                     N/R                                                  835         571,975
   CLARK Material Handling Co. Gtd. Sr. Notes
      10.75%, 11/15/06 (2)                         B1                                                  550          30,938
   Elgar Holdings Corp. Gtd. 9.875%, 2/1/08        B2                                                 $200        $130,000
   GSI Group, Inc. Gtd. 10.25%, 11/1/07            B2                                                  150         114,750
   Haynes International, Inc. Sr. Notes
      11.625%, 9/1/04                             Caa1                                                 750         528,750
   Holley Performance Products Sr. Notes
      12.25%, 9/15/07 (1)                          B3                                                  750         401,250
   International Knife & Saw, Inc. Sr. Sub.
      Notes 11.375%, 11/15/06                      B3                                                  750         373,125
   Jackson Products, Inc. Series B, Gtd.
      9.50%, 4/15/05                               B3                                                  100          86,500
   Motors & Gears, Inc. Series D, Sr. Notes
      10.75%, 11/15/06                             B3                                                1,700       1,521,500
   Neenah Corp. Series B, Sr. Sub. Notes
      11.125%, 5/1/07                              B3                                                  250         182,500
   Park-Ohio Industries, Inc. Sr. Sub. Notes
      9.25%, 12/1/07                               B2                                                  600         453,000
   Thermadyne Manufacturing, LLC/ Thermadyne
      Capital Corp. Gtd. Sr. Sub. Notes 0.00%,
      6/1/08 (3)                                   B3                                                  975         190,500
   Thermadyne Holdings Corp. Sr. Discount
      Notes 9.875%, 6/1/08                        Caa1                                                 300          14,625
Group Total                                                                                                      5,020,713

Medical (0.1%)
   Triad Hospitals Holdings Series B, Gtd.
      11.00%, 5/15/09                              B3                                                  200         212,250

Metals & Mining (1.6%)
   AK Steel Corp. Sr. Notes 9.125%, 12/15/06      Ba2                                                  250         239,375
</TABLE>


                                     - 7 -
<PAGE>

               PRO FORMA PORTFOLIO OF INVESTMENTS OF COMBINED FUND
                                December 31, 2000

<TABLE>
<CAPTION>
                                                                   CGF                CGF
                                                             ---------------   -----------------
                                                Moody's       Face              Face                  Face
                                                Ratings      Amount            Amount                Amount
                                              (Unaudited)    (000)   Value      (000)    Value        (000)        Value
                                              -----------    ------  -----     ------    -----       ------        -----
<S>                                               <C>         <C>    <C>         <C>   <C>          <C>         <C>
   Alcoa, Inc. Notes 7.375%, 8/1/10                A1                                                  155         164,078
   Algoma Steel, Inc. Yankee First Mortgage
      Notes 12.375%, 7/15/05                       B2                                                1,250         446,875
   Bayou Steel Corp. First Mortgage Notes
      9.50%, 5/15/08                               B2                                                  500         178,750
   GS Technologies Operating Co. Sr. Notes
      12.00%, 9/1/04                               Ca                                                  675          23,625
   Kaiser Aluminum & Chemical Corp. Series D,
      Sr. Notes 10.875%, 10/15/06                  B2                                                  675         529,875
   Lodestar Holdings, Inc. Sr. Notes 11.50%,
      5/15/05 (2)                                 Caa2                                                 800          74,000
   Metallurg, Inc. Series B, First Mortgage
      Gtd. Sr. Notes 11.00%, 12/1/07               B3                                               $1,200        $966,000
   National Steel Corp. Series D, First
      Mortgage Bonds 9.875%, 3/1/09                B2                                                1,000         405,000
   Sheffield Steel Corp. Series B, First
      Mortgage Bonds 11.50%, 12/1/05              Caa                                                1,000         455,000
   WCI Steel, Inc. Series B, Sr. Secured Notes
      10.00%, 12/1/04                              B2                                                1,175         840,125
   Weirton Steel Corp. Sr. Notes 11.375%,
      7/1/04                                       B2                                                  700         290,500
   Wheeling-Pittsburg Corp. Sr. Notes 9.25%,
      11/15/07 (2)                                Caa3                                               1,000          37,500
Group Total                                                                                                      4,650,703

Packaging/Containers (2.6%)
   AEP Industries, Inc. Sr. Sub. Notes 9.875%,
      11/15/07                                     B3                                                  650         555,750
   Amtrol, Inc. Sr. Sub. Notes 10.625%,
      12/31/06                                     B3                                                  600         480,000
   BPC Holding Corp. Series B, Sr. Secured
      Notes 12.50%, 6/15/06                       Caa3                                               1,090         594,200
   BWAY Corp. Gtd. Sr. Sub. Notes 10.25%,
      4/15/07                                      B2                                                  150         138,000
   Berry Plastics Corp. Series B, Gtd. 11.00%,
      7/15/07 (1)                                  B3                                                  150         108,750
   Container Corp. of America Gtd. Sr. Notes
      9.75%, 4/1/03                                B2                                                  750         753,750
   Crown Packaging Enterprises, Ltd. Yankee
      Sr. Secured Discount Notes 0.00%, 8/1/06
      (3)                                          Ca                                                3,375             338
   Fonda Group, Inc. Sr. Sub. Notes 9.50%,
      3/1/07                                       B3                                                1,000         785,000
   Four M Corp. Series B, Sr. Notes 12.00%,
      6/1/06                                      Caa2                                                 500         482,500
   Gaylord Container Corp. Series B, Sr. Notes
      9.75%, 6/15/07                              Caa1                                                 950         603,250
   Huntsman Packaging Corp. Gtd. 13.00%, 6/1/10    B3                                               $1,000        $560,000
   Owens-Illinois, Inc. Sr. Note 8.10%, 5/15/07    B1                                                1,250         681,250
   Radnor Holdings, Inc. Series B, Gtd. Sr.
      Notes 10.00%, 12/1/03                        B2                                                  900         770,625
   Stone Container Finance Co. Yankee Gtd. Sr.
      Notes 11.50%, 8/15/06                        B2                                                  780         811,200
Group Total                                                                                                      7,324,613

Paper & Forest Products (2.6%)
   Abitibi-Consolidated, Inc. Yankee Bonds
      8.55%, 8/1/10                               Baa3                                                 270         272,052
   Ainsworth Lumber Co., Ltd. Yankee Sr.
      Secured Notes 12.50%, 7/15/07                B2                                                2,150       1,773,750
   American Tissue, Inc. Series B, Gtd.
      12.50%, 7/15/06                              B3                                                  340         273,700
   Color Spot Nurseries Sr. Sub. Notes 10.50%,
      12/15/07                                    Caa                                                1,200         462,000
   Crown Paper Co. Sr. Sub. Notes 11.00%,
      9/1/05 (2)                                   B3                                                1,050          81,375
   Doman Industries, Ltd. Yankee Sr. Notes
      8.75%, 3/15/04                              Caa1                                                 400         252,500
   QUNO Corp. Yankee Sr. Notes 9.125%, 5/15/05    Baa3                                                 315         329,289
   Repap New Brunswick, Inc. Sr. Secured
      Debentures 10.625%, 4/15/05                 Ba2                                                1,000       1,036,250
   Riverwood International Corp. Gtd. Sr.
      Notes 10.875%, 4/1/08                       Caa1                                               1,150       1,040,750
   SD Warren Co. Debentures 14.00%, 12/15/06      Ba3                                                1,598       1,740,920
Group Total                                                                                                      7,262,586
</TABLE>


                                     - 8 -
<PAGE>

               PRO FORMA PORTFOLIO OF INVESTMENTS OF COMBINED FUND
                                December 31, 2000

<TABLE>
<CAPTION>
                                                                   CGF                CGF
                                                             ---------------   -----------------
                                                Moody's       Face              Face                  Face
                                                Ratings      Amount            Amount                Amount
                                              (Unaudited)    (000)   Value      (000)    Value        (000)        Value
                                              -----------    ------  -----     ------    -----       ------        -----
<S>                                               <C>         <C>    <C>         <C>   <C>          <C>         <C>
Publishing & Information Services (2.2%)
   American Lawyer Media Holdings, Inc. Gtd.
      Sr. Notes 9.75%, 12/15/07                    B2                                                  600         528,000
   American Media Operation Sr. Sub. Notes
      10.25%, 5/1/09 (1)                           B2                                                  250         244,375
   Ampex Corp. Series B, Sr. Notes 12.00%,
      3/15/03                                     N/R                                                1,000         500,000
   Earthwatch, Inc. Sr. Discount Notes 13.00%,
      7/15/07                                     N/R                                                1,150         810,750
   Hollinger International Publishing Gtd. Sr.
      Notes 9.25%, 3/15/07                        Ba3                                                1,150       1,155,750
   Lamar Advertising Co. Gtd. Sr. Sub. Notes
      9.625%, 12/1/06                              B1                                                  250         258,750
   Liberty Group Operating Gtd. 9.375%, 2/1/08    Caa1                                                 100          75,500
   Liberty Group Publishing, Inc. Sr. Discount
      Debentures 0.00%, 2/1/09 (3)                Caa                                                  900         445,500
   Mentus Media Corp. Units 12.00%, 2/1/03        N/R                                                2,258         903,544
   Premier Graphics, Inc. Gtd. 11.50%, 12/1/05
      (2)                                         Caa3                                               2,000          70,000
   Printpack, Inc. Series B, Sr. Sub. Notes
      10.625%, 8/15/06                            Caa1                                                 300         283,500
   Tri-State Outdoor Media Sr. Notes 11.00%,
      5/15/08                                     N/R                                                1,323       1,012,095
Group Total                                                                                                      6,287,764

Real Estate (0.2%)
   Bluegreen Corp. Gtd. Sr. Secured Notes
      10.50%, 4/1/08                               B3                                                1,200         642,000
   EOP Operating, L.P. Sr. Notes 6.375%,
      2/15/03                                     Baa1                                                  65          64,541
Group Total                                                                                                        706,541

Restaurants, Hotels & Gaming (6.5%)
   AFC Enterprises Sr. Sub. Notes 10.25%,
      5/15/07                                      B2                                                  150         141,750
   American Restaurant Group, Inc. Gtd. Sr.
      Secured Notes 11.50%, 2/15/03                B3                                                  899         813,595
   AmeriKing, Inc. Sr. Notes 10.75%, 12/1/06       B3                                                  250         101,250
   Argosy Gaming Co. Gtd 10.75%, 6/1/09            B2                                                  100         104,750
   Autotote Corp. Sr. Sub. Notes  12.25%,
      8/15/10 (1)                                  B3                                                1,065       1,006,425
   Aztar Corp. Sr. Sub. Notes 8.875%, 5/15/07      B2                                                  750         727,500
   Boyd Gaming Corp. Sr. Sub. Notes 9.50%,
      7/15/07                                      B1                                                  400         356,000
   CapStar Hotel Co. Sr. Sub. Notes 8.75%,
      8/15/07                                     Ba3                                                  375         349,688
   Coast Hotels & Casinos, Inc. Gtd. 9.50%,
      4/1/09                                       B3                                                  700         681,625
   Fitzgeralds Gaming Corp. Series B, Gtd. Sr.
      Notes 12.25%, 12/15/04 (2)                  Caa3                                                 700         423,500
   Friendly Ice Cream Corp. Gtd. Sr. Notes
      10.50%, 12/1/07                              B3                                                1,050         614,250
   HMH Properties Series B, Gtd. Sr. Notes
      7.875%, 8/1/08                              Ba2                                                  750         723,750
   Hard Rock Hotel, Inc. Sr. Sub. Notes 9.25%,
      4/1/05                                      Caa                                                1,800       1,611,000
   Hollywood Park, Inc. Series B, Gtd. Sr.
      Sub. Notes 9.50%, 8/1/07                     B2                                                  875         888,125
   Horseshoe Gaming Holdings: Series B, Sr.
      Sub. Notes 9.375%, 6/15/07                   B2                                                1,050       1,057,875
      8.625%, 5/15/09                              B2                                                1,000         983,751
   ITT Corp. Notes 6.75%, 11/15/05                Ba1                                                   45          43,770
   Intrawest Corp. Sr. Notes 9.75%, 8/15/08        B1                                                  250         252,500
   Isle of Capri Casinos, Inc. Sr. Sub. Notes
      8.75%, 4/15/09                               B2                                                  700         623,000
   Jazz Casino Co. LLC Sr. Sub. Notes 5.987%,
      11/15/09 (8)                                N/R                                                  159          18,303
   Lodgian Financing Corp. Sr. Sub. Notes
      12.25%, 7/15/09                              B3                                                  500         452,500
   MGM Mirage, Inc. Gtd. 8.50%, 9/15/10           Baa3                                                 280         292,471
</TABLE>


                                     - 9 -
<PAGE>

               PRO FORMA PORTFOLIO OF INVESTMENTS OF COMBINED FUND
                                December 31, 2000

<TABLE>
<CAPTION>
                                                                   CGF                CGF
                                                             ---------------   -----------------
                                                Moody's       Face              Face                  Face
                                                Ratings      Amount            Amount                Amount
                                              (Unaudited)    (000)   Value      (000)    Value        (000)        Value
                                              -----------    ------  -----     ------    -----       ------        -----
<S>                                               <C>         <C>    <C>         <C>   <C>            <C>       <C>
   Majestic Star Casino, LLC Secured Notes
      10.875%, 7/1/06 (1)                          B2                                                  750         648,750
   Mandalay Resort Group Sr. Sub. Notes 9.25%,
      12/1/05                                     Ba3                                                 $300        $294,000
   Mohegan Tribal Gaming Authority Sr. Notes
      8.125%, 1/1/06                              Ba2                                                1,100       1,108,250
   Park Place Entertainment Corp. Sr. Sub
      Notes 9.375%, 2/15/07 (1)                   Ba2                                                  750         763,125
   Prime Hospitality Corp. Secured First
      Mortgage Notes 9.25%, 1/15/06               Ba2                                                1,100       1,122,000
   Romacorp, Inc. Sr. Notes 12.00%, 7/1/06         B3                                                1,000         496,251
   Station Casinos Sr. Sub. Notes 9.75%,
      4/15/07                                      B1                                                1,615       1,643,263
Group Total                                                                                                     18,343,017

Retail (3.4%)
   Advance Holdings Corp. Series B, Sr.
      Discount Debentures 0.00%, 4/15/09 (3)      Caa1                                               1,850         638,250
   Advance Stores Co. Gtd. Sr. Sub. Notes
      10.25%, 4/15/08                              B3                                                1,250         943,750
   Buhrmann US, Inc. Gtd. 12.25%, 11/1/09          B2                                                  500         505,000
   Dairy Mart Convenience Stores, Inc. Sr.
      Sub. Notes 10.25%, 3/15/04                   B3                                                  526         302,450
   Finlay Enterprises, Inc. Sr. Debentures
      9.00%, 5/1/08                                B2                                                  400         350,000
   Finlay Fine Jewelry Corp. Gtd. Sr. Notes
      8.375%, 5/1/08                              Ba3                                                1,050         939,750
   Flooring America, Inc. Series B, Gtd.
      9.25%, 10/15/07 (2)                          C                                                   703          17,566
   Jo-Ann Stores, Inc. Sr. Sub. Notes 10.375%,
      5/1/07                                       B2                                                  250         151,250
   Kmart Corp. Debentures 7.75%, 10/1/12          Baa3                                              $1,375        $986,716
   Levi Strauss & Co. Notes 7.00%, 11/1/06        Ba3                                                1,250         987,500
   Mrs. Fields Holding, Co. Sr. Discount Notes
      14.00%, 12/1/05                             Caa2                                               2,250       1,046,250
   Mrs. Fields Original Cookies, Inc. Gtd. Sr.
      Notes 10.125%, 12/1/04 (1)                   B2                                                1,650       1,419,000
   Pantry, Inc. Sr. Sub. Notes 10.25%, 10/15/07    B3                                                  750          708750
   Safelite Glass Corp. Series B, Sr. Sub.
      Notes 9.875%, 12/15/06                      N/R                                                2,000          25,000
   Saks, Inc.: Gtd. 7.00%, 7/15/04                Baa3                                                  90          65,250
      8.25%, 11/15/08                             Baa3                                                  80          48,400
   Target Corp. Notes 7.50%, 8/15/10               A2                                                  105         110,908
   Wal-Mart Stores, Inc.: Sr. Notes 6.55%,
      8/10/04                                     Aa2                                                  250         255,745
      6.875%, 8/10/09                             Aa2                                                  215         225,189
Group Total                                                                                                      9,726,724

Telecommunications (16.6%)
   AMSC Acquisition Co., Inc. Series B, Gtd.
      Sr. Notes 12.25%, 4/1/08                    N/R                                                  150          56,250
   AT&T Corp. Notes 5.625%, 3/15/04                A2                                                   45          43,012
      6.00%, 3/15/09                               A2                                                   70          62,478
   Alamosa PCS Holdings, Inc. Gtd. 0.00%,
      2/15/10 (3)                                 Caa1                                                 600         282,000
   Asia Global Crossings, Ltd. Sr. Notes
      13.375%, 10/15/10 (1)                        B2                                                1,250       1,084,375
   British Telecom plcNotes 7.625%, 12/15/05       A2                                                   50          50,649
   Carrier1 International SA Sr. Notes 13.25%,
      2/15/09                                      B3                                                  300         210,000
   COLT Telecom Group, plc Yankee Units 0.00%,
      12/15/06 (3)                                 B1                                                  400         704,000
   COX Communications, Inc. Notes 7.75%,
      11/1/10                                     Baa2                                                $215        $223,661
   Call-Net Enterprises, Inc. Sr. Discount
      Notes 0.00%, 5/15/09 (3)                     B2                                                  500         102,500
   CenturyTel, Inc. Sr. Notes 8.375%, 10/15/10    Baa2                                                  55          57,386
   Colo.Com Units 13.875%, 3/15/10                N/R                                                  600          381000
</TABLE>


                                     - 10 -
<PAGE>

               PRO FORMA PORTFOLIO OF INVESTMENTS OF COMBINED FUND
                                December 31, 2000

<TABLE>
<CAPTION>
                                                                   CGF                CGF
                                                             ---------------   -----------------
                                                Moody's       Face              Face                  Face
                                                Ratings      Amount            Amount                Amount
                                              (Unaudited)    (000)   Value      (000)    Value        (000)        Value
                                              -----------    ------  -----     ------    -----       ------        -----
<S>                                               <C>         <C>    <C>         <C>   <C>            <C>       <C>
   Concentric Network Corp. Units 12.75%,
      12/15/07                                    N/R                                                1,000         855,000
   DTI Holdings, Inc. Units 0.00%, 3/1/08  (3)    N/R                                                2,150         585,875
   Dobson/Sygnet Communications, Co. Sr. Notes
      12.25%, 12/15/08                             B3                                                1,550       1,534,500
   Dolphin Telecom plc: Sr. Discount Notes
      0.00%, 11/1/05  (3)                         Caa                                                  250          36,250
      0.00%, 6/1/08                               Caa                                                  750         108,750
   Series B, Yankee Sr. Discount Notes 14.00%,
      5/15/09                                     Caa                                                1,000         115,000
   e. spire Communications, Inc. Sr. Discount
      Notes 0.00%, 11/1/05 (3)                    N/R                                                3,450         914,250
   Energis, plc Sr. Unsub. Notes 9.75%,
      6/15/09 (1)                                  B1                                                  100          91,500
   Equinix, Inc. Sr. Notes 13.00%, 12/1/07        N/R                                                  200         141,000
   Exodus Communications, Inc. Sr. Notes
      11.25%, 7/1/08                               B3                                                  600         537,000
   Focal Communications Corp. Sr. Discount
      Notes 0.00%, 2/15/08  (3)                    B3                                                1,800         765,000
   GST USA, Inc. Gtd. Sr. Discount Notes
      0.00%, 12/15/05 (3)                         N/R                                                2,400         900,000
   GT Group Telecom, Inc. Sr. Discount Notes
      13.25%, 2/1/10  (1)                         Caa1                                                 400         134,000
   GTE Corp. Notes 7.51%, 4/1/09                   A2                                                  200         207,560
   Global Crossing Holdings, Ltd. Gtd. Sr.
      Notes 9.625%, 5/15/08                       Ba2                                                1,350       1,275,750
   Globalstar, L.P./ Globalstar Capital Corp.:
      Sr. Notes 10.75%, 11/1/04                   Caa1                                               1,300         169,000
      11.25%, 6/15/04                             Caa1                                                 200          26,000
      11.50%, 6/1/05                              Caa1                                                 500          65,000
   Golden Sky DBS, Inc. Series B, Sr. Discount
      Notes 0.00%, 3/1/07 (3)                     Caa1                                                 250         162,500
   Hyperion Telecommunications, Inc. Series B,
      Sr. Discount Notes 0.00%, 4/15/03 (3)        B3                                                  450         317,250
   ICG Holdings, Inc.: Gtd. Sr. Discount Notes
      13.50%, 9/15/05                              Ca                                                1,000         115,000
      0.00%, 5/1/06 (3)                            Ca                                                  855          98,325
      0.00%, 3/15/07 (3)                           Ca                                                2,500         228,124
   ICG Services, Inc.: Gtd. Sr. Discount Notes
      0.00%, 2/15/08 (3)                           Ca                                                  500          42,500
      0.00%, 5/1/08                                Ca                                                1,600         136,000
   ITC Delta Com, Inc. Sr. Notes 11.00%, 6/1/07    B2                                                  259         203,315
   Innova S. de R.L. Sr. Notes 12.875%, 4/1/07     B3                                                  385         339,763
   Insight Midwest/Insight Capital: Sr. Notes
      9.75%, 10/1/09                               B1                                                  900         897,750
      10.50%, 11/1/10                              B1                                                  500         521,250
   Interact Operating Co. Notes 14.00%, 8/1/03
      (1)                                         N/R                                                  773              77
   Intermedia Communications, Inc. Series B,
      Sr. Discount Notes 0.00%, 7/15/07  (3)       B2                                                  300         181,500
      Sr. Notes 8.875%, 11/1/07                    B2                                                  450         246,750
   KMC Telecom Holdings, Inc. Sr. Notes
      13.50%, 5/15/09                             Caa2                                                 500         137,500
   Level 3 Communication, Inc.: Sr. Notes
      9.125%, 5/1/08                               B3                                                1,325       1,076,562
      Sr. Discount Notes 0.00%, 12/1/08 (3)        B3                                                1,300         708,500
   McLeod USA, Inc.: Sr. Discount Notes 0.00%,
      3/1/07 (3)                                   B1                                                  900         751,500
      11.50%, 5/1/09                               B1                                                  150         150,375
      Sr. Notes 9.25%, 7/15/07                     B1                                                  600         552,000
      9.50%, 11/1/08                               B1                                                1,000         915,000
   Metromedia Fiber Network, Inc. Series B,
      Sr. Notes 10.00%, 11/15/08                   B2                                                  500         417,500
   Metromedia International Group Series B,
      Sr. Discount Notes 10.50%, 9/30/07          N/R                                                3,551       1,668,955
   MetroNet Communications Corp.: Sr. Discount
      Notes 0.00%, 11/1/07 (3)                    Baa3                                               1,450       1,292,429
</TABLE>


                                     - 11 -
<PAGE>

               PRO FORMA PORTFOLIO OF INVESTMENTS OF COMBINED FUND
                                December 31, 2000

<TABLE>
<CAPTION>
                                                                   CGF                CGF
                                                             ---------------   -----------------
                                                Moody's       Face              Face                  Face
                                                Ratings      Amount            Amount                Amount
                                              (Unaudited)    (000)   Value      (000)    Value        (000)        Value
                                              -----------    ------  -----     ------    -----       ------        -----
<S>                                               <C>         <C>    <C>         <C>   <C>            <C>       <C>
      0.00%, 6/15/08                              Baa3                                               1,250       1,014,738
   Microcell Telecommunications, Inc. Series
      B, Yankee Sr. Discount Notes 14.00%,
      6/1/06                                       B3                                                  770         739,200
   Millicom International Cellular Yankee Sr.
      Sub. Discount Notes 0.00%, 6/1/06 (3)       Caa1                                               1,150         908,500
   NEXTLINK Communications, Inc.: Sr. Discount
      Notes 0.00%, 4/15/08  (3)                    B2                                                1,700         892,500
      Sr. Notes 12.50%, 4/15/06                    B2                                                  450         407,250
      10.75%, 11/15/08                             B2                                                  750         622,500
      10.50%, 12/1/09 (1)                          B2                                                  250         201,250
   Nextel Communications, Inc. Sr. Discount
      Notes 0.00%, 2/15/08 (3)                     B1                                                2,580       1,889,850
   Orange plc Sr. Notes 9.00%, 6/1/09              A1                                                  100         103,250
   Orbital Imaging Corp. Series B, Sr. Notes
      11.625%, 3/1/05                             N/R                                                  500          77,500
   Orion Network Systems, Inc. Gtd. Sr. Notes
      11.25%, 1/15/07                              B2                                                  750         311,250
   PSINet, Inc. Sr. Notes 11.50%, 11/1/08          B3                                                1,300         355,000
   Pagemart Nationwide, Inc. Sr. Discount
      Notes 0.00%, 2/1/05 (3)                      B3                                                2,500       1,762,500
   Pegasus Communications Corp. Series B, Sr.
      Notes 12.50%, 8/1/07                         B3                                                1,000       1,030,000
   Qwest Communications International, Inc.
      Sr. Discount Notes 0.00%, 10/15/07 (3)      Baa1                                               1,350       1,238,299
      Series B, 0.00%, 2/1/08                     Baa1                                                 250         218,466
   RCN Corp.: Series B, Sr. Discount Notes
      0.00%, 10/15/07 (3)                          B3                                                  150          53,250
      0.00%, 2/15/08                               B3                                                1,200         390,000
      Sr. Notes 10.125%, 1/15/10                   B3                                                  500         257,500
   RSL Communications plc: Yankee Gtd. Sr.
      Notes 9.125%, 3/1/08                        Caa3                                                 450          20,250
      10.50%, 11/15/08                            Caa3                                                 250          17,500
      7.875%, 11/15/09                            Caa3                                               1,100          77,000
   Rhythms Netconnections, Inc.: Sr. Notes
      12.75%, 4/15/09                              B3                                                  250          63,750
      Series B, Sr. Discount Notes 0.00%,
      5/15/08 (3)                                 Caa1                                               1,750         218,750
   Rogers Cablesystems, Ltd. Series B, Yankee
      Sr. Secured 2nd Priority Notes 10.00%,
      3/15/05                                     Baa3                                                 250         265,000
   Rogers Cantel, Inc. Yankee Sr. Secured
      Debentures 9.375%, 6/1/08                   Baa3                                                 350         362,250
   Sprint Capital Corp. Medium Term Notes
      6.50%, 11/15/01                             Baa1                                                 300         300,722
   Sprint Spectrum L.P./ Sprint Spectrum
      Finance Corp. Sr. Notes 11.00%, 8/15/06     Baa2                                               1,950       2,092,544
   Star Choice Communications, Inc. Yankee Sr.
      Notes 13.00%, 12/15/05                       B3                                                  700         739,375
   Startec Global Communications Corp. Units
      12.00%, 5/15/08                             N/R                                                1,100         664,126
   T/SF Communications Corp. Series B, Gtd.
      Sr. Sub. Notes 10.375%, 11/1/07              B3                                                  200         167,000
   Telesystem International Wireless Series B,
      Sr. Discount Notes 13.25%, 6/30/07          Caa1                                                $500        $250,000
   Teligent, Inc. Sr. Notes 11.50%, 12/1/07       Caa1                                                 950         128,250
   Tritel PCS, Inc. Sr. Discount Notes 0.00%,
      5/15/09  (1)(3)                              B3                                                  500         345,000
   Triton PCS, Inc. Gtd. 0.00%, 5/1/08 (3)         B3                                                1,100         874,500
   US Unwired, Inc. Series B, Gtd. 13.375%,
      11/1/09 (1)                                 Caa1                                               1,100         506,000
   Viatel, Inc.: Sr. Notes 11.25%, 4/15/08        Caa1                                                 850         259,250
      11.50%, 3/15/09 (1)                          B3                                                1,343         416,330
   VoiceStream Wireless Sr. Notes 10.375%,
      11/1/09                                      B2                                                  800         861,000
   WebLink Wireless, Inc. Sr. Discount Notes
      0.00%, 2/1/08                               Caa                                                  300          69,000
</TABLE>


                                     - 12 -
<PAGE>

               PRO FORMA PORTFOLIO OF INVESTMENTS OF COMBINED FUND
                                December 31, 2000

<TABLE>
<CAPTION>
                                                                   CGF                CGF
                                                             ---------------   -----------------
                                                Moody's       Face              Face                  Face
                                                Ratings      Amount            Amount                Amount
                                              (Unaudited)    (000)   Value      (000)    Value        (000)        Value
                                              -----------    ------  -----     ------    -----       ------        -----
<S>                                               <C>         <C>    <C>         <C>   <C>            <C>       <C>
   Western Wireless Corp. Sr. Sub. Notes
      10.50%, 2/1/07                               B1                                                  600         621,751
   Williams Communications Group, Inc.: Sr.
      Notes 10.70%, 10/1/07                        B2                                                  400         310,000
      10.875%, 10/1/09                             B2                                                  750         562,500
   Winstar Communications, Inc. Sr. Notes
      12.75%, 4/15/10                              B3                                                1,000         665,000
   Worldcom, Inc. Sr. Notes 7.55%, 4/1/04          A3                                                  110         110,386
   Worldwide Fiber, Inc. Sr. Notes 12.00%,
      8/1/09 (1)                                   B3                                                  950         712,500
Group Total                                                                                                     47,031,708

Textiles/Apparel (1.4%)
   Galey & Lord Gtd. 9.125%, 3/1/08                Ca                                                1,000         545,000
   Phillips-Van Heusen Corp. Sr. Sub. Notes
      9.50%, 5/1/08                                B1                                                  800         748,000
   Pillowtex Corp. Gtd. Sr. Sub. Notes 10.00%,
      11/15/06 (2)                                 B2                                                 $500         $22,500
   Simmons Co. Series B, Sr. Sub. Notes
      10.25%, 3/15/09                              B3                                                  900         837,000
   Tropical Sportswear International Series A,
      Gtd. Sr. Notes 11.00%, 6/15/08               B3                                                1,000         855,000
   Westpoint Stevens, Inc. Sr. Notes 7.875%,
      6/15/05                                      B1                                                1,000         750,000
   William Carter Co. Series A, Sr. Sub. Notes
      10.375%, 12/1/06                             B3                                                  500         487,500
Group Total                                                                                                      4,245,000

Transportation (1.3%)
   AirTran Airlines, Inc. Yankee Sr. Notes
      10.50%, 4/15/01                              B2                                                1,500       1,485,000
   Allied Holdings Series B, Gtd. 8.625%,
      10/1/07                                      B1                                                  250         183,750
   Cenargo International plc First Priority
      Ship Mortgage Notes 9.75%, 6/15/08          Ba3                                                  100          78,250
   First Wave Marine, Inc. Gtd. Sr. Notes
      11.00%, 2/1/08                               B3                                                1,100         244,750
   Golden Ocean Group, Ltd. Gtd. Sr. Notes
      10.00%, 8/31/01  (2)(6)                     N/R                                                1,411         229,288
   Norfolk Southern Corp. Notes 7.875%, 2/15/04   Baa1                                                 260         270,050
   Pegasus Shipping (Hellas), Ltd. Series A,
      First Preferred Ship Mortgage Notes
      11.875%, 11/15/04 (2)                        B3                                                  300         106,500
   Sea Containers, Ltd. Yankee Sr. Notes
      10.75%, 10/15/06                            Ba3                                                  700         509,250
   Trans World Airlines, Inc. Sr. Notes
      11.375%, 3/1/06                             Caa1                                               1,750         341,250
   Ultrapetrol (Bahamas) Ltd. First Mortgage
      Notes 10.50%, 4/1/08                         B1                                                  150         113,250
Group Total                                                                                                      3,561,338

TOTAL CORPORATE OBLIGATIONS (Cost $311,248,828)                                                          2      25,690,762

GOVERNMENT & AGENCY SECURITIES (0.7%)

Federal National Mortgage Association (0.2%)
   STRIPS, Series H, Class 2 11.50%, 5/1/09       Aaa                                                  416         458,185

Government National Mortgage Association (0.0%)
   Various Pools:10.50%, 9/15/15                  Aaa                                                  $33         $35,444
      10.50%, 12/15/15                            Aaa                                                    3           3,304
      10.50%, 3/15/16                             Aaa                                                   25          26,958
      10.50%, 8/15/16                             Aaa                                                   33          35,863
</TABLE>


                                     - 13 -
<PAGE>

               PRO FORMA PORTFOLIO OF INVESTMENTS OF COMBINED FUND
                                December 31, 2000

<TABLE>
<CAPTION>
                                                                   CGF                CGF
                                                             ---------------   -----------------
                                                Moody's       Face              Face                  Face
                                                Ratings      Amount            Amount                Amount
                                              (Unaudited)    (000)   Value      (000)    Value        (000)        Value
                                              -----------    ------  -----     ------    -----       ------        -----
<S>                                               <C>         <C>    <C>         <C>   <C>            <C>       <C>
Group Total                                                                                                        101,569

United States Treasury Notes (0.5%)
   5.75%, 10/31/02                                Aaa                                                   10          10,093
   5.75%, 8/15/10                                 Aaa                                                  220         230,639
   7.25%, 5/15/04                                 Aaa                                                  990       1,054,075
Group Total                                                                                                      1,294,807

TOTAL GOVERNMENT & AGENCY SECURITIES (Cost
   $1,784,977)                                                                                                   1,854,561

COLLATERALIZED MORTGAGE OBLIGATIONS (0.7%)
   Aames Mortgage Trust Series 00-1, Class A
      4F 7.76%, 1/25/29                           Aaa                                                  135         139,198
   Commercial Mortgage Asset Trust Series
      1999, Class A3 6.64%, 9/17/10               Aaa                                                  310         318,004
   Conseco Finance 2000-D A4 8.17%, 12/15/25      Aaa                                                   85          89,677
   First Union Series 1997, Class 1 7.38%,
      4/18/29                                     Aaa                                                   85          89,631
   GMAC Commercial Mortgage Securities, Inc.:
      6.853%, 9/15/06                             Aaa                                                   80          81,778
      6.945%, 9/15/33                             Aaa                                                  550         567,286
   Korea Asset Funding Ltd. Series 2000-1A,
      Class 1 8.8912%, 2/10/09  (7)               Baa2                                                  50          49,187
   Nomura Asset Securities Corp. Series
      1998-D6, Class A1B6 6.59%, 3/17/28          Aaa                                                  310         313,410
   Salomon Brothers Mortgage Securities VII
      Series 2000-C3, Class A2 6.592%, 10/18/10   Aaa                                                  280         282,059

TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS
   (Cost $1,903,022)                                                                                             1,930,230

ASSET BACKED OBLIGATIONS (1.0%)
   Chase Credit Card Master Trust Series
      1999-3, Class A 6.66%, 1/15/07              Aaa                                                  420         430,273
   Constellation Finance, LLC Series 1997-1,
      Class 1 9.80%, 12/15/02  (1)                N/R                                                  250         232,500
   Contimortgage Home Equity Loan Trust 7.22%,
      1/15/28                                     Aaa                                                  125         126,889
   Green Tree Recreational, Equipment &
      Consumer Trust, Consumer Products &
      Equipment Retail Installment Sale
      Contracts Series 1997-C, Class A-1,
      6.49%, 2/15/18                              N/R                                                  288         290,217
   MBNA Master Credit Card Trust: Series
      1999-G, Class A 6.35%, 12/15/06             Aaa                                                  130         132,205
    Series 1997-I, Class A 6.55%, 1/15/07         Aaa                                                  160         163,766
   Peco Energy Transition Trust: Series
      1999-A, Class A7 6.13%, 3/1/09              Aaa                                                  335         336,989
    Series 2000-A, ClassA4 7.65%, 3/1/10          Aaa                                                  290         309,646
   Prudential Securities Secured Financing
      Corp. Series 1999-C2, Class A2 7.193%,
      4/15/09                                     Aaa                                                  385         402,836
   Residential Asset Securities Corp. Series
      1999-KS3, Class AI2 7.075%, 9/25/20         Aaa                                                  125         125,742
   UCFC Home Equity Loan: Series 1996-B1,
      Class A7 8.20%, 9/15/27                     Aaa                                                  110         112,183
      Series 1998-A, Class A7 6.87%, 7/15/29      Aaa                                                   50          48,635

TOTAL ASSET BACKED OBLIGATIONS (Cost
   $2,668,771)                                                                                                   2,711,881
                                                                                                                     Value
</TABLE>


                                     - 14 -
<PAGE>

               PRO FORMA PORTFOLIO OF INVESTMENTS OF COMBINED FUND
                                December 31, 2000

<TABLE>
<CAPTION>
                                                                   CGF                CGF
                                                             ---------------   -----------------
                                                Moody's       Face              Face                  Face
                                                Ratings      Amount            Amount                Amount
                                              (Unaudited)    (000)   Value      (000)    Value        (000)        Value
                                              -----------    ------  -----     ------    -----       ------        -----
<S>                                               <C>         <C>    <C>         <C>   <C>         <C>           <C>
COMMON STOCKS (1.0%)

Automotive (0.0%)
   Safety Components International, Inc. (4)                                                       500,000         $62,500

Broadcasting (0.1%)
   Spanish Broadcasting System, Inc. Class B
      (1)(4)                                                                                        35,700        $176,269
   UnitedGlobalCom, Inc. Class A (4)                                                                 5,442          74,147
Group Total                                                                                                        250,416

Cable (0.0%)
   OpTel, Inc. (1)(4)                                                                                1,500              15

Consumer Products & Services (0.0%)
   Crown Packaging Enterprises, Ltd. (4)                                                           354,594           3,546

Entertainment (0.1%)
   Premier Cruises, Ltd. (4)(6)                                                                     85,168         223,566

Financial Services (0.0%)
   Westfed Holdings, Inc. Class B (acquired
      9/20/88, cost $510) (4)(5)(6)                                                                 16,893               0

Food & Beverages (0.0%)
   Aurora Foods, Inc.                                                                               15,940          38,854
   Specialty Foods Corp. (4)(6)                                                                     52,500             525
Group Total                                                                                                         39,379

Metals & Mining (0.0%)
   Sheffield Steel Corp. (4)                                                                         8,750              88

Paper & Forest Products (0.1%)
   Mail-Well, Inc.  (1)(4)(6)                                                                       31,958         137,818

Restaurants, Hotels & Gaming (0.0%)
   Motels of America, Inc. (1)(4)                                                                      750           5,250

Retail (0.4%)
   Pathmark Stores, Inc. (4)                                                                        72,018       1,188,298

Telecommunications (0.3%)
   CompleTel Europe N.V. (4)                                                                        45,000         160,312
   e. spire Communications, Inc. (4)                                                                42,505          21,253
   Intermedia Communications, Inc. (4)                                                              12,640          90,850
</TABLE>


                                     - 15 -
<PAGE>

               PRO FORMA PORTFOLIO OF INVESTMENTS OF COMBINED FUND
                                December 31, 2000

<TABLE>
<CAPTION>
                                                                   CGF                CGF
                                                             ---------------   -----------------
                                                Moody's       Face              Face                  Face
                                                Ratings      Amount            Amount                Amount
                                              (Unaudited)    (000)   Value      (000)    Value        (000)        Value
                                              -----------    ------  -----     ------    -----       ------        -----
<S>                                               <C>         <C>    <C>         <C>   <C>            <C>       <C>
   Loral Space & Communications, Co.  (4)                                                              453           1,443
   Price Communications Corp. (4)                                                                    7,346         123,505
   Spanish Broadcasting System, Inc. Class B
      (1)(4)                                                                                       107,100         528,806
   UnitedGlobalCom, Inc. Class A (4)                                                                 2,058          28,040
   Viatel, Inc. (4)                                                                                    182             677
Group Total                                                                                                        954,886

TOTAL COMMON STOCKS (Cost $2,064,371)                                                                            2,865,762

PREFERRED STOCKS (2.3%)

Broadcasting (0.3%)
   Benedek Communications Corp. 11.50% Sr.
      Exchangeable                                                                                     150         $73,688
   Granite Broadcasting Corp. 12.75%, Cum.
      Exchangeable  (4)(8)                                                                              11             550
   Pegasus Communications Corp.: 12.75% Cum.
      Exchangeable, Series A (4)                                                                       110         102,987
      Units                                                                                            250         253,062
   Source Media, Inc. 13.50% Units (4)                                                              87,680         482,241
Group Total                                                                                                        912,528

Cable (0.4%)
   Adelphia Communications Corp. 13% Cum.
      Exchangeable, Series B                                                                         7,500         669,375
   DIVA Systems Corp. Series D (4)                                                                  56,913         455,304
   NTL, Inc. 13% Exchangeable, Series B                                                                  2           1,178
Group Total                                                                                                      1,125,857

Financial Services (0.1%)
   Deutsche Bank Capital Funding Tr I 7.872%
      Non-cumulated  (1)                                                                           120,000         118,594
   Lehman Brothers Holdings: 5.67%                                                                   1,100          44,138
      5.94%, Series C                                                                                  500          21,000
   Westfed Holdings, Inc. Class A (acquired
      9/20/88-6/18/93, cost $4,815,472) (5)(6)                                                      57,005          57,005
Group Total                                                                                                        240,737

Metals & Mining (0.0%)
   International Utility Structures, Inc.: 13%
      Units (1)(4)                                                                                     150          82,875
      14% Units                                                                                         39           2,457
Group Total                                                                                                         85,332

Publishing & Information Services (0.3%)
   Earthwatch, Inc. 8.50% Convertible Preferred                                                     57,657          14,415
   Interact Electronic Marketing 14% Conv.
      Preferred (4)                                                                                  1,350          81,000
   Primedia, Inc. 10% Cum. Exchangeable,
      Series D                                                                                       8,500         699,125
Group Total                                                                                                        794,540
</TABLE>


                                     - 16 -
<PAGE>

               PRO FORMA PORTFOLIO OF INVESTMENTS OF COMBINED FUND
                                December 31, 2000

<TABLE>
<CAPTION>
                                                                   CGF                CGF
                                                             ---------------   -----------------
                                                Moody's       Face              Face                  Face
                                                Ratings      Amount            Amount                Amount
                                              (Unaudited)    (000)   Value      (000)    Value        (000)        Value
                                              -----------    ------  -----     ------    -----       ------        -----
<S>                                               <C>         <C>    <C>         <C>   <C>            <C>       <C>
Restaurants, Hotels & Gaming (0.0%)
   AmeriKing, Inc. 13% Cum. Exchangeable                                                            32,280          40,350

Telecommunications (1.2%)
   e. spire Communications, Inc.12.75%                                                                 359         $26,027
   Intermedia Communications, Inc.: 13.50%
      Exchangeable, Series B                                                                           396          99,000
      7.00% Jr. Convertible, Series E                                                               59,000         582,625
   Nextel Communications, Inc. 13%
      Exchangeable, Series D                                                                         1,574       1,522,844
   Rural Cellular Corp. 11.375% Sr.
      Exchangeable                                                                                     326         261,615
   XO Communications, Inc. 14% PIK
      (Pay-In-Kind)                                                                                 25,962         785,350
Group Total                                                                                                      3,277,461

TOTAL PREFERRED STOCKS (Cost $15,157,969)                                                                        6,476,805

RIGHTS (0.0%)
   Abraxas Petroleum Corp. expiring 11/1/04                                                         92,408          11,551
   Terex Corp. expiring 5/15/02                                                                      8,000         112,000

TOTAL RIGHTS (Cost $0)                                                                                             123,551

WARRANTS (0.6%)
   Aavid Thermal Technologies, Inc. expiring
      2/1/07 (4)                                                                                       150           1,500
   Ampex Corp. expiring 3/15/03 (1)(4)                                                              34,000             340
   Arcadia Financial Ltd. expiring 3/15/07 (4)                                                         475               0
   Australis Holdings Pty. Ltd. expiring
      10/30/01 (1)(4)                                                                                2,500              25
   Australis Media Ltd. expiring 5/15/03 (4)                                                           225               2
   CHC Helicopter Corp. expiring 12/15/00 (4)                                                        8,000          28,000
   Carrier1 International SA expiring 2/19/09
      (1)(4)                                                                                           300           3,000
   Crown Packaging Holdings, Ltd. expiring
      11/1/03 (4)                                                                                    3,000              30
   DIVA Systems Corp.: expiring 5/15/06 (1)(4)                                                       2,825       1,299,500
      expiring 3/1/08                                                                               11,655          93,240
   DTI Holdings, Inc. expiring 3/1/08  (1)(4)                                                       10,750           1,290
   Dairy Mart Convenience Stores, Inc.
      expiring 12/1/01 (4)                                                                          15,837           5,543
   Dayton Superior Corp. expiring 6/15/09 (4)                                                        1,250          25,000
   Decrane Aircraft Holdings expiring 9/30/08
      (4)                                                                                              800             800
   Equinix, Inc. expiring 12/01/07 (4)                                                                 200          18,000
   GT Group Telecom, Inc. expiring 2/1/10 (4)                                                          400          20,000
   Golden Ocean Group, Ltd. expiring 8/31/01
      (4)(6)                                                                                         1,374          $5,514
   HF Holdings Inc. expiring 9/27/09 (4)                                                            11,330             114
   Interact Electronic Marketing expiring
      12/31/09 (4)                                                                                   1,350              13
   Interact Systems, Inc. expiring 8/1/03
      (1)(4)                                                                                         1,150               0
   Isle of Capri Casinos, Inc. expiring 5/3/01
      (4)                                                                                            3,528             476
   Key Energy Services expiring 1/15/09  (1)(4)                                                      1,500          75,000
   McCaw International, Ltd. expiring 4/15/07
      (4)                                                                                            1,750          43,750
</TABLE>


                                     - 17 -
<PAGE>

               PRO FORMA PORTFOLIO OF INVESTMENTS OF COMBINED FUND
                                December 31, 2000

<TABLE>
<CAPTION>
                                                                   CGF                CGF
                                                             ---------------   -----------------
                                                Moody's       Face              Face                  Face
                                                Ratings      Amount            Amount                Amount
                                              (Unaudited)    (000)   Value      (000)    Value        (000)        Value
                                              -----------    ------  -----     ------    -----       ------        -----
<S>                                               <C>         <C>    <C>         <C>   <C>            <C>       <C>
   Mentus Media Corp. expiring 2/1/08  (1)(4)                                                        4,731              48
   Mrs. Fields Holding expiring 12/1/05 (1)(4)                                                       2,250          22,500
   PLD Telekom, Inc. expiring 6/1/06  (4)                                                            2,170          21,700
   Pliant Corp. expiring 6/1/10 (4)                                                                  1,000          10,125
   Source Media, Inc. expiring 11/1/07 (4)                                                          32,966          32,966
   Star Choice Communications, Inc. expiring
      12/5/05  (1)(4)                                                                               16,212         129,696
   Startec Global Communications Corp.
      expiring 5/15/08  (4)                                                                          1,100             715
   USN Communications, Inc. expiring 8/15/04
      (4)                                                                                           10,650               0
   Waste Systems International, Inc. expiring
      3/2/04 (4)                                                                                     5,250              53
   Wright Medical Technology expiring 6/30/03
      (4)                                                                                              824               0

TOTAL WARRANTS (Cost $1,961,705)                                                                                 1,838,940

TOTAL DOMESTIC SECURITIES (Cost $336,789,641)                                                                  243,492,492

FOREIGN SECURITIES (9.4%)
CORPORATE OBLIGATIONS (1.6%)
Argentina (0.4%)
   CIA Internacional Telecommunicacoes Sr.
      Notes 10.375%, 8/1/04 (1)                   N/R                                                  635         512,763
   Hidroelectrica Piedra del Aguila S.A.:
      Collateral Trust  8.25%, 6/30/09 (1)        N/R                                                  890         571,998
      8.00%, 12/31/09                             N/R                                                 $277        $191,569
Group Total                                                                                                      1,276,330

Netherlands (0.8%)
   CompleTel Europe N.V. Yankee Gtd. 0.00%,
      2/15/09                                     Caa2                                                $900         450,000
   Hermes Europe Railtel B.V. Sr. Notes
      11.50%, 8/15/07                              B3                                                1,300         539,500
   KPNQwest N.V. Sr. Notes 8.125%, 6/1/04         Ba1                                                  150         132,750
   Netia Holdings B.V. Gtd. 13.75%, 6/15/10        B2                                                  455         377,203
   United Pan-Europe Communications N.V. Sr.
      Notes 10.875%, 8/1/09                        B2                                               $1,150        $741,750
Group Total                                                                                                      2,241,203

Poland (0.3%)
   PTC International Finance B.V. Yankee Gtd.
      10.75%, 7/1/07 (1)                           B2                                                  350         256,375
   PTC International Finance II SA Gtd.
      11.25%, 12/1/09                              B2                                                  750         716,250
Group Total                                                                                                        972,625

South Korea (0.1%)
   Cho Hung Bank Sub. Notes 11.50%, 4/1/10        Ba3                                                  150         145,643

TOTAL CORPORATE OBLIGATIONS (Cost $4,987,444)                                                                    4,635,801
</TABLE>


                                     - 18 -
<PAGE>

               PRO FORMA PORTFOLIO OF INVESTMENTS OF COMBINED FUND
                                December 31, 2000

<TABLE>
<CAPTION>
                                                                   CGF                CGF
                                                             ---------------   -----------------
                                                Moody's       Face              Face                  Face
                                                Ratings      Amount            Amount                Amount
                                              (Unaudited)    (000)   Value      (000)    Value        (000)        Value
                                              -----------    ------  -----     ------    -----       ------        -----
<S>                                               <C>         <C>    <C>         <C>   <C>            <C>       <C>
GOVERNMENT OBLIGATIONS (7.8%)
Argentina (2.5%)
   Bocon PRO1 Notes 2.953%, 4/1/07 (7)            Ba3                                                2,842       1,726,784
   Republic of Argentina: Notes 11.00%,
      12/4/05 (3)                                  B1                                                  750         708,750
      Series BGL5 11.375%, 1/30/17                Ba3                                                  560         502,040
      Unsubordinated 11.75% 4/07/09                B1                                                  790         738,058
      9.75%, 9/19/27                              Ba3                                                1,580       1,275,850
      Debentures 6.188%, 3/31/05                   B1                                                  878         799,124
      Foreign Government Gtd. 6.00%, 3/31/23       B1                                                1,600       1,110,000
      Series B, Gtd. 0.00%, 4/15/01               Ba3                                                  125         119,844
      Gtd. 0.00%, 10/15/04                        Ba3                                                   95          62,225
Group Total                                                                                                      7,042,675

Brazil (2.0%)
   Federal Republic of Brazil: Series RG
      7.6875%, 4/15/09                             B2                                                  570         495,900
      Series EI-L Debentures 10.125%, 5/15/27      B2                                                  910         729,365
      Capitalization Bonds 8.00%, 4/15/14          B2                                                2,814       2,179,794
      Bearer Bonds 11.00%, 8/17/40                 B2                                                2,826       2,307,429
Group Total                                                                                                      5,712,488

Bulgaria (0.5%)
   Republic of Bulgaria: Notes 3.00%, 7/28/12      B2                                                1,510       1,124,950
      Front Loaded Interest Reduction Bonds,
      Series A 5.875%, 7/28/24                     B2                                                  475         363,375
      Debentures Series PDI, 6.50% 7/28/11         B2                                                  105          79,275
Group Total                                                                                                      1,567,600

Mexico (0.1%)
   United Mexican States Bonds 10.375%, 2/17/09   Baa3                                                 210        230,160

Morocco (0.1%)
   Republic of Morocco 7.5625%, 1/1/09            N/R                                                  242        209,803

Peru (0.1%)
   Republic of Peru Collateralized 7.1875%,
      3/8/27                                      N/R                                                  410        260,350

Philippines (0.4%)
   Republic of Philippines: Gtd. 7.50%, 6/1/08    Ba1                                                  304         267,667
      Notes 10.625%, 3/16/25                      Ba1                                                 $930        $764,925
Group Total                                                                                                      1,032,592

Poland (0.0%)
   Republic of Poland Bonds 3.75%, 10/27/24       Baa1                                                 140          96,600
</TABLE>


                                     - 19 -
<PAGE>

               PRO FORMA PORTFOLIO OF INVESTMENTS OF COMBINED FUND
                                December 31, 2000

<TABLE>
<CAPTION>
                                                                   CGF                CGF
                                                             ---------------   -----------------
                                                Moody's       Face              Face                  Face
                                                Ratings      Amount            Amount                Amount
                                              (Unaudited)    (000)   Value      (000)    Value        (000)        Value
                                              -----------    ------  -----     ------    -----       ------        -----
<S>                                               <C>         <C>    <C>         <C>   <C>            <C>       <C>
Russia (2.1%)
   Ministry Finance Russia Debentures 3.00%,
      5/14/06                                     N/R                                                1,750         800,449
   Russia Federation: Registered Series 8.75%,
      7/24/05                                      B3                                                  150         114,375
      10.00%, 6/26/07                              B3                                                  420         308,175
      11.00%, 7/24/18                              B3                                                  570         401,850
      Unsubordinated 8.25%, 3/31/10                B3                                                1,047         655,491
      11.00%, 7/24/18                              B3                                                   30          21,075
      12.75%, 6/24/28                              B3                                                   50          41,750
      2.25%, 3/31/30                               B3                                                8,714       3,278,548
      Registered Bonds 12.75%, 6/24/28             B3                                                  375         311,719
Group Total                                                                                                      5,933,432

TOTAL GOVERNMENT OBLIGATIONS (Cost $21,199,123)                                                                 22,085,700

TOTAL FOREIGN SECURITIES (Cost $26,186,567)                                                                     26,721,501

TIME DEPOSITS (1.6%) (Cost $4,417,000)                                                                           4,417,000

TOTAL INVESTMENTS (97.0%)  (Cost $367,393,210)                                                                 274,630,993

OTHER ASSETS IN EXCESS OF LIABILITIES (3.0%)                                                                     8,517,574

NET ASSETS (100%)                                                                                             $283,148,567
</TABLE>

- --------------------
 N/R - Not Rated
 STRIPS - Separate Trading of Registered Interest and Principal Securities.
 (1)  144A Security.  Certain conditions for public sale may exist.
 (2)  Defaulted security.
 (3)  Step Bond - Coupon rate is low or zero for an initial period and then
      increases to a higher coupon rate thereafter. Maturity date disclosed is
      the ultimate maturity.
 (4)  Non-income producing security.
 (5)  Restricted as to private and public resale. Total cost of restricted
      securities at December 31, 2000 aggregated $3,611,992. Total market value
      of restricted securities owned at December 31, 2000 was $42,579 or 0.02%
      of net assets.
 (6) Securities for which market quotations are not readily available are valued
 at fair value as determined in good faith by the Board of Directors. (7)
 Floating Rate - The interest rate changes on these instruments based upon a
 designated base rate. The rates shown are those in effect at December
      31, 2000.


<PAGE>

               NOTES TO PRO FORMA FINANCIAL STATEMENTS (UNAUDITED)

1. Basis of Combination

The unaudited Pro Forma Combining Financial Statements reflect the accounts of
the Credit Suisse Asset Management Strategic Global Income Fund, Inc. ("CGF")
and Credit Suisse Asset Management Income Fund, Inc. ("CIK"), collectively the
Funds, as of and for the twelve months ended December 31, 2000. These statements
have been derived from the books and records utilized in calculating the
respective weekly net asset values of the Funds as of December 31, 2000. The pro
forma financial statements give effect to the proposed transfers of the assets
and stated liabilities of CGF in exchange for shares of CIK. Under the purchase
method of accounting for business combinations, the basis of portfolio
securities in CGF at the time of the reorganization will be the fair value of
such assets at the close of business of the day immediately preceding the
reorganization. The Pro Forma Financial Statements reflect the combined results
of operations of CGF and CIK. All ordinary and reasonable expenses incurred in
connection with the reorganization will be borne by CGF and CIK. See the Notes
to the Pro Forma Statement of Operations for details of the pro forma expense
adjustments. The Pro Forma Combining Statement of Assets and Liabilities,
Statement of Operations, and Schedule of Portfolio Investments should be read in
conjunction with the historical financial statements of CGF and CIK which have
been incorporated by reference in the Statement of Additional Information
constituting part of the Form N-14 Registration Statement.

2. Advisory, Administration, Transfer Agent and Custodian Fees

Credit Suisse Asset Management, LLC (the "Adviser") provides investment advisory
services to the Funds under the terms of an Advisory Agreement. Under the
Advisory Agreement, the Adviser is paid a fee, computed weekly and payable
quarterly at an annual rate of 0.50% of average weekly net assets. Brown
Brothers Harriman & Co. provides administrative and custodial services to the
Funds and they are compensated at a fee rate based on average net assets. Fleet
National Bank provides transfer agent services to the Funds and they are
compensated at a fee rate based on the number of accounts per year, plus
out-of-pocket expenses.

3. Portfolio Valuation

Market values for fixed income securities are valued at the latest quoted bid
price in the over-the-counter market. However, fixed-income securities may be
valued on the basis of prices provided by a pricing service which are based
primarily on institutional size trading in similar groups of securities. Other
securities listed on an exchange are valued at the latest quoted sales prices on
the day of valuation or if there was no sale on such day, the last bid price
quoted on such day. Securities purchased with remaining maturities of 60 days or
less are valued at amortized cost, if it approximates market value. Securities
for which market quotations are not readily available (including restricted
securities) are valued at fair value as determined in good faith by the Board of
Directors.

4. Capital Shares

Both CGF and CIK have 100,000,000 of shares authorized, each with a par value of
$0.001 per share. The pro forma net asset value per share assumes the issuance
of shares of CIK to



<PAGE>

shareholders of CGF in connection with the proposed reorganization. Fractional
shares will not be issued in connection with this reorganization. Cash will be
remitted to CGF shareholders in exchange for their fractional shares.


                                      -5-

<PAGE>

                                     PART C

                                OTHER INFORMATION

Item 15. Indemnification

            Section 2-418 of the Corporation Law of the State of Maryland gives
Registrant the power to indemnify its directors and officers. Section 2-418
provides in pertinent part:

                   "(b)(1) A corporation may indemnify any director made a party
       to any proceeding by reason of service in that capacity unless it is
       established that:

                        (i)   The act or omission of the director was material
            to the cause matter giving rise to the proceeding; and

                               1.   Was committed in bad faith; or

                               2.   Was the result of active and deliberate
                        dishonesty; or

                        (ii)  The director actually received an improper
            personal benefit in money, property or services; or

                        (iii) In the case of any criminal proceeding, the
            director had reasonable cause to believe that the act or omission
            was unlawful.

                        (2)(i) Indemnification may be against judgments,
            penalties, fines, settlements, and reasonable expenses actually
            incurred by the director in connection with the proceeding.

                        (ii) However, if the proceeding was one by or in the
            right of the corporation, indemnification may not be made in respect
            of any proceeding in which the director shall have been adjudged to
            be liable to the corporation.

                        (3)(i) The termination of any proceeding by judgment,
            order, or settlement does not create a presumption that the director
            did not meet the requisite standard of conduct set forth in this
            subsection.

                        (ii) The termination of any proceeding by conviction, or
            a plea of nolo contendere or its equivalent, or an entry of an order
            of probation prior to judgment, creates a rebuttable presumption
            that the director did not meet that standard of conduct.

                   (4) A corporation may not indemnify a director or advance
            expenses under this section for a proceeding brought by that
            director against the corporation, except:

<PAGE>

                        (i) For a proceeding brought to enforce indemnification
            under this section; or

                        (ii) If the charter or bylaws of the corporation, a
            resolution of the board of directors of the corporation, or an
            agreement approved by the board of directors of the corporation to
            which the corporation is a party expressly provide otherwise.

                   "(c) A director may not be indemnified under subsection (b)
       of this section in respect of any proceeding charging improper personal
       benefit to the director, whether or not involving action in the
       director's official capacity, in which the director was adjudged to be
       liable on the basis that personal benefit was improperly received.

                   "(d) Unless limited by the charter:

                   (1) A director who has been successful, on the merits or
            otherwise, in the defense of any proceeding referred to in
            subsection (b) of this section shall be indemnified against
            reasonable expenses incurred by the director in connection with the
            proceeding.

                   (2) A court of appropriate jurisdiction upon application of a
            director and such notice as the court shall require, may order
            indemnification in the following circumstances:

                        (i) If it determines a director is entitled to
            reimbursement under paragraph (1) of this subsection, the court
            shall order indemnification, in which case the director shall be
            entitled to recover the expenses in securing such reimbursement; or

                        (ii) If it determines that the director is fairly and
            reasonably entitled to indemnification in view of all the relevant
            circumstances, whether or not the director has met the standards of
            conduct set forth in Subsection (b) of this section or has been
            adjudged liable under the circumstances described in subsection (c)
            of this section, the court may order such indemnification as the
            court shall deem proper. However, indemnification with respect to
            any proceeding by or in the right of the corporation or in which
            liability shall have been adjudged in the circumstances described in
            subsection (c) shall be limited to expenses.

                        (3) A court of appropriate jurisdiction may be the same
            court in which the proceeding involving the director's liability
            took place.

                   (e)(1) Indemnification under subsection (b) of this section
       may not be made by the corporation unless authorized for a specific
       proceeding after a determination has been made that indemnification of
       the director is permissible in the circumstances because the director has
       met the standard of conduct set forth in subsection (b) of this section.


                                      -2-
<PAGE>

                        (2)   Such determination shall be made:

                        (i) By the board of directors by a majority vote of a
            quorum consisting of directors not, at the time, parties to the
            proceeding, or, if such a quorum cannot be obtained, then by a
            majority vote of a committee of the board consisting solely of two
            or more directors not, at the time, parties to such proceeding and
            who were duly designated to act in the matter by a majority vote of
            the full board in which the designated directors who are parties may
            participate;

                        (ii) By special legal counsel selected by the board of
            directors or a committee of the board by vote as set forth in
            subparagraph (i) of this paragraph, or, if the requisite quorum of
            the full board cannot be obtained therefor and the committee cannot
            be established, by a majority vote of the full board in which
            directors who are parties may participate; or

                        (iii) By the stockholders.

                        (3) Authorization of indemnification and determination
            as to reasonableness of expenses shall be made in the same manner as
            the determination that indemnification is permissible. However, if
            the determination that indemnification is permissible is made by
            special legal counsel, authorization of indemnification and
            determination as to reasonableness of expenses shall be made in the
            manner specified in subparagraph (ii) of paragraph (2) of this
            subsection for selection of such counsel.

                        (4) Shares held by directors who are parties to the
            proceeding may not be voted on the subject matter under this
            subsection.

                   (f)(1) Reasonable expenses incurred by a director who is a
       party to a proceeding may be paid or reimbursed by the corporation in
       advance of the final disposition of the proceeding upon receipt by the
       corporation of:

                        (i) A written affirmation by the director of the
            director's good faith belief that the standard of conduct necessary
            for indemnification by the corporation as authorized in this section
            has been met; and

                        (ii) A written undertaking by or on behalf of the
            director to repay the amount if it shall ultimately be determined
            that the standard of conduct has not been met.

                        (2) The undertaking by or on behalf of the director to
            repay the amount if it shall ultimately be determined that the
            standard of conduct has not been met.

                        (2) The undertaking required by subparagraph (ii) of
            paragraph (1) of this subsection shall be an unlimited general
            obligation of the director but need not be secured and may be
            accepted without reference to financial ability to make the
            repayment.


                                      -3-
<PAGE>

                        (3) Payments under this subsection shall be made as
            provided by the charter, bylaws, or contract or as specified in
            subsection (e) of this section.

                   (g) The indemnification and advancement of expenses provided
       or authorized by this section may not be deemed exclusive of any other
       rights, by indemnification or otherwise, to which a director may be
       entitled under the charter, the bylaws, a resolution of stockholders or
       directors, an agreement or otherwise, both as to action in an official
       capacity and as to action in another capacity while holding such office.

                   (h) This section does not limit the corporation's power to
       pay or reimburse expenses incurred by a director in connection with an
       appearance as a witness in a proceeding at a time when the director has
       not been made a named defendant or respondent in the proceeding.

                   (i)  For purposes of this section:

                        (1) The corporation shall be deemed to have requested a
            director to serve an employee benefit plan where the performance of
            the director's duties to the corporation also imposes duties on, or
            otherwise involves services by, the director to the plan or
            participants or beneficiaries of the plan;

                        (2) Excise taxes assessed on a director with respect to
            an employee benefit plan pursuant to applicable law shall be deemed
            fines; and

                        (3) Action taken or omitted by the director with respect
            to an employee benefit plan in the performance of the director's
            duties for a purpose reasonably believed by the director to be in
            the interest of the participants and beneficiaries of the plan shall
            be deemed to be for a purpose which is not opposed to the best
            interests of the corporation.

                   (j)  Unless limited by the charter:

                        (1) An officer of the corporation shall be indemnified
            as and to the extent provided in subsection (d) of this section for
            a director and shall be entitled, to the same extent as a director,
            to seek indemnification pursuant to the provisions of subsection
            (d);

                        (2) A corporation may indemnify and advance expenses to
            an officer, employee, or agent of the corporation to the same extent
            that it may indemnify directors under this section; and

                        (3) A corporation, in addition, may indemnify and
            advance expenses to an officer, employee, or agent who is not a
            director to such further extent, consistent with law, as may be
            provided by its charter, bylaws, general or specific action of its
            board of directors, or contract.


                                      -4-
<PAGE>

                   (k)(1) A corporation may purchase and maintain insurance on
       behalf of any person who is or was a director, officer, employee, or
       agent of the corporation, or who, while a director, officer, employee, or
       agent of the corporation, is or was serving at the request of the
       corporation as a director, officer, partner, trustee, employee, or agent
       of another foreign or domestic corporation, partnership, joint venture,
       trust, other enterprise, or employee benefit plan against any liability
       asserted against and incurred by such person in any such capacity or
       arising out of such person's position, whether or not the corporation
       would have the power to indemnify against liability under the provisions
       of this section.

                        (2) A corporation may provide similar protection,
            including a trust fund, letter of credit, or surety bond, not
            inconsistent with this section.

                        (3) The insurance or similar protection may be provided
            by a subsidiary or an affiliate of the corporation.

                   (l) Any indemnification of, or advance of expenses to, a
       director in accordance with this section, if arising out of a proceeding
       by or in the right of the corporation, shall be reported in writing to
       the stockholders with the notice of the next stockholders' meeting or
       prior to the meeting.

                        (2) A corporation may provide similar protection,
            including a trust Fund, letter of credit, or surety bond, not
            inconsistent with this section.

                        (3) The insurance or similar protection may be provided
            by a subsidiary or an affiliate of the corporation."

            Article Eight of the Registrant's Articles of Incorporation states
as follows:

            "Section 3. The Corporation shall indemnify to the fullest extent
permitted by law (including the Investment Company Act of 1940) as currently in
effect or as may hereafter be amended, any person made or threatened to be made
a party to any action, suit or proceeding, whether criminal, civil,
administrative or investigative, by reason of the fact that such person or such
person's testator or intestate is or was a Director or Officer. To the fullest
extent permitted by law (including the Investment Company Act of 1940) as
currently in effect or as the same may hereafter be amended, expenses incurred
by any such person in defending any such action, suit or proceeding shall be
paid or reimbursed by the Corporation promptly upon receipt by it of an
undertaking of such person to repay such expenses if it shall ultimately be
determined that such person is not entitled to be indemnified by the Fund.
Before the Fund may advance such expenses, one of the following provisions must
be satisfied: 1) such Director or Officer shall provide a security for his
undertaking, 2) the Corporation shall be insured against losses arising by
reason of any lawful advances, or 3) a majority of a quorum of disinterested,
non-party directors of the Corporation, or an independent legal counsel in a
written opinion, shall determine, based on a review of readily available facts,
that there is reason to believe that such Director or Officer ultimately will be
found entitled to indemnification. The rights provided to any person by this
Section of this Article shall be enforceable against the Corporation by such
person who shall be presumed to have relied upon it in serving or continuing to
serve as a


                                      -5-
<PAGE>

Director or Officer as provided above. No amendment of this Section of this
Article shall impair the rights of any person arising at any time with respect
to events occurring prior to such amendment. For purposes of this Section of
this Article, the term "Corporation" shall include any predecessor of the
Corporation and any constituent corporation (including any constituent of a
constituent) absorbed by the Corporation in a consolidation or merger; the term
"other enterprise" shall include any corporation, partnership, joint venture,
trust or employee benefit plan; service "at the request of the Corporation"
shall include service as a Director or Officer of the Corporation which imposes
duties on, or involves services by, such Director or Officer with respect to an
employee benefit plan, its participants or beneficiaries; any excise taxes
assessed on a person with respect to an employee benefit plan, its participants
or beneficiaries; any excise taxes assessed on a person with respect to an
employee benefit plan shall be deemed to be indemnifiable expenses; and action
by a person with respect to any employee benefit plan which such person
reasonably believes to be in the interest of the participants and beneficiaries
of such plan shall be deemed to be action not opposed to the best interests of
the Corporation.

            "Section 4. Nothing in this Article protects or purports to protect,
any director or officer against any liability to the Corporation or its security
holders to which he or she would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of his or her office.

            "Section 5. A Director or Officer of the Corporation shall not be
liable to the Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a Director or Officer, except to the extent such exemption
from liability or limitation thereof is not permitted by law (including the
Investment Company Act of 1940 and rules or regulations thereunder or any
releases issued by the Securities and Exchange Commission or its staff) as
currently in effect or as the same may hereafter be amended.

            Article VII of Registrant's By-Laws states as follows:

            "Article VII. The Corporation shall indemnify its Directors and
officers against judgments, fines, settlements and expenses to the fullest
extent authorized and in the manner permitted, by applicable federal and state
law and the Articles of Incorporation of the Corporation."

            A policy of insurance covering Credit Suisse Asset Management, LLC,
its affiliates, and all of the registered investment companies advised by Credit
Suisse Asset Management, LLC insures the Registrant's directors and officers and
others against liability arising by reason of an alleged breach of duty caused
by any negligent act, error or accidental omission in the scope of its duties
and the Registrant against any payments which it is obligated to make to such
persons under the indemnification provisions described above.

            Each of the Non-interested Directors of the Funds is party to an
Indemnification Agreement with the Fund or Funds as to which he serves as a
director providing for contractual rights of indemnity and advancement of
expenses.

            Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Fund pursuant to the


                                      -6-
<PAGE>

provisions described above, or otherwise, the Fund has been advised that, in the
opinion of the Securities and Exchange Commission, such indemnification is
against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Fund of expenses incurred or
paid by a director, officer or controlling person of the Fund in the successful
defense of any action, suit or proceeding) is asserted against the Fund by such
director, officer or controlling person in connection with the securities being
registered, the Fund will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act of 1933 and will be governed by the
final adjudication of such issue.


                                      -7-
<PAGE>

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
                            dated February ____, 2001+

                  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

- ------------------------------------------

*     Incorporated by reference to Registrant's Form N-SAR filed on February 27,
      2001.

**    Included as Exhibit A to the Proxy Statement/Prospectus forming part of
      the Registration Statement.

+     If the reorganization of Credit Suisse Asset Management Strategic Global
      Income Fund, Inc. into the Registrant is consummated and the new
      Investment Advisory Agreement between CSAM and the Registrant is approved
      by the shareholders of the Registrant, this Agreement will be replaced
      with the Investment Advisory Agreement which is attached as Exhibit B to
      the Proxy Statement/Prospectus which forms Part A of this Registration
      Statement.

***   To be filed by amendment.


                                      -8-
<PAGE>

                     (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


                                      -9-
<PAGE>

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.

            (3) The Registrant agrees to file the Opinion of Willkie Farr &
Gallagher with respect to tax matters as an amendment to this registration
statement pursuant to Rule 485(b) of the Securities Act as soon as practicable
after the Closing Date (as such term is defined in this registration statement).


                                      -10-
<PAGE>

                                   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 2nd
day of March 2001.

                            Credit Suisse Asset Management Income Fund, Inc.


                            By:   /s/ Michael A. Pignataro
                                  ------------------------------------
                                  Michael A. Pignataro,
                                  Chief Financial Officer and Secretary

            Each person whose signature appears below hereby constitutes and
appoints Michael A. Pignataro and Hal Liebes, severally, his true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this Registration
Statement, and to file the same with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, and hereby
grants to such attorney-in-fact and agent full power and authority to do and
perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that such attorney-in-fact and agent or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

            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

/s/ James McCaughan         Chairman of the Board and
- -------------------         Director                     March 2, 2001
James McCaughan

/s/ William W. Priest       Director                     March 2, 2001
- ---------------------
William W. Priest

/s/ Dr. Enrique R. Arzac    Director                     March 2, 2001
- ------------------------
Dr. Enrique R. Arzac

/s/ Lawrence J. Fox         Director                     March 2, 2001
- -------------------
Lawrence J. Fox

/s/ James S. Pasman         Director                     March 2, 2001
- -------------------
James S. Pasman

/s/ Richard J. Lindquist    President, Chief Investment  March 2, 2001
- ------------------------    Officer
Richard J. Lindquist

/s/ Michael A. Pignataro    Chief Financial Officer and  March 2, 2001
- ------------------------    and Secretary
Michael A. Pignataro


                                      -11-
<PAGE>

Exhibit No

                  1.        Amended Articles of Incorporation of the Registrant

                  13.(a)    Registrar, Transfer Agency and Service Agreement
                            between the Registrant and BankBoston, 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

                  17.       Code of Ethics

                                      -12-

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>ARTICLES OF INCORPORATION
<TEXT>


                            ARTICLES OF INCORPORATION

                                       OF

                     FIRST BOSTON QUALITY INCOME FUND, INC.

                                   ARTICLE I.

                 I, the incorporator, Warren J. Olsen, whose post office
address is 250 Park Avenue, New York, New York 10177, being at least eighteen
years of age, am, under and by virtue of the General Laws of the State of
Maryland authorizing the formation of corporations, forming a corporation.

                                   ARTICLE II.

                 The name of the corporation (hereinafter called the
"Corporation") is FIRST BOSTON QUALITY INCOME FUND.

                                   ARTICLE III.

                                    PURPOSES

                 The purpose for which the Corporation is formed is to act as a
closed-end, diversified investment company of the management type registered as
such with the Securities and Exchange Commission pursuant to the Investment
Company Act of 1940 and to exercise and generally to enjoy all of the powers,
rights and privileges granted to, or conferred upon, corporations by the
General Laws of the State of Maryland now or hereafter in force.

                                   ARTICLE IV.

                               ADDRESS IN MARYLAND

                  The post office address of the place at which the principal
office of the Corporation in the State of Maryland is located is c/o The
Corporation Trust Incorporated, 32 South Street, Baltimore, Maryland 21202.

<PAGE>

                  The name of the Corporation's resident agent is The
Corporation Trust Incorporated, and its post office address is 32 South Street,
Baltimore, Maryland 21202. Said resident agent is a corporation of the State of
Maryland.

                                   ARTICLE V.

                                  COMMON STOCK

                  Section 1. The total number of shares of stock which the
Corporation has authority to issue is 100,000,000 shares of common stock of
the par value of $0.001 each, all of one class, having an aggregate par value
of $100,000.

                  Section 2. The presence in person or by proxy of the holders
of record of one-third of the shares of common stock issued and outstanding and
entitled to vote thereat shall constitute a quorum for the transaction of any
business at all meetings of the stockholders except as otherwise provided by
law or in these Articles of Incorporation.

                  Section 3. Notwithstanding any provision of the General Laws
of the State of Maryland requiring action to be taken or authorized by the
affirmative vote of the holders of a designated proportion greater than a
majority of the shares of common stock, such action shall be valid and
effective if taken or authorized by the affirmative vote of the holders of a
majority of the total number of shares of common stock outstanding and entitled
to vote thereupon pursuant to the provisions of these Articles of
Incorporation.

                  Section 4. No holder of shares of common stock of the
Corporation shall, as such holder, have any preemptive right to purchase or
subscribe for any shares of the common stock of the Corporation of any class
which it may issue or sell.

                  Section  5. All persons who shall acquire common stock
in the Corporation shall acquire the same subject to the provisions of these
Articles of Incorporation.

                                       2

<PAGE>

                                  ARTICLE VI.

                                   DIRECTORS

                  The initial number of directors of the Corporation shall be
three, and the names of those who shall act as such until the first annual
meeting and until their successors are duly elected and qualify are as follows:
Michael F. Holland, Robert M. Baylis and James L. Freeman. However, the By-Laws
of the Corporation may fix the number of directors at a number other than three
and may authorize the Board of Directors, by the vote of a majority of the
entire Board of Directors, to increase or decrease the number of directors
within a limit specified in the By-Laws, provided that in no case shall the
number of directors be less than three, and to fill the vacancies created by
any such increase in the number of directors. Unless otherwise provided by the
By-Laws of the Corporation, the directors of the Corporation need not be
stockholders.

                  The By-Laws of the Corporation may divide the Directors of
the Corporation into classes and prescribe the tenure of office of the several
classes; but no class shall be elected for a period shorter than that from the
time of the election of such class until the next annual meeting and thereafter
for a period shorter than the interval between annual meetings or for a longer
period than five years, and the term of office of at least one class shall
expire each year.

                                  ARTICLE VII.

                  MANAGEMENT OF THE AFFAIRS OF THE CORPORATION

                  Section 1. All corporate powers and authority of the
Corporation (except as at the time otherwise provided by statute, by these
Articles of Incorporation or by the By-Laws) shall be vested in and exercised
by the Board of Directors.

                  Section 2. The Board of Directors shall have the
power to adopt, alter or repeal the By-Laws of the Corporation except to the
extent that the By-laws otherwise provide.

                                       3


<PAGE>
                  Section 3. The Board of Directors shall have the power from
time to time to determine whether and to what extent, and at what times and
places and under what conditions and regulations, the accounts and books of the
Corporation (other than the stock ledger) or any of them shall be open to the
inspection of stockholders; and no stockholder shall have any right to inspect
any account, book or document of the Corporation except to the extent permitted
by statute or the By-Laws.

                  Section 4. The Board Of Directors shall have the power to
determine, as provided herein, or if provision is not made herein, in
accordance with generally accepted accounting principles, what constitutes net
income, total assets and the net asset value of the shares of Common Stock of
the Corporation.

                  Section 5. The Board of Directors shall have the power to
distribute dividends from funds legally available therefor in such amounts, if
any, and in such manner to the stockholders of record as of such date, as the
Board of Directors may determine.

                                 ARTICLE VIII.

                  Section 1. Provided that reasonable care has been exercised
in the selection of the officers, other employees, investment advisers and
managers, distributors, under- writers, selling agents, custodians, dividend
disbursing agents, transfer agents and registrars, legal counsel, auditors,
and other agents of the Corporation, no director of the Corporation shall be
responsible or liable in any event for any neglect or wrong-doing of any of the
same, nor shall any director be responsible or liable for the act or omission
to act of any other director.

                  Section 2. Each officer or director or member of any
committee designated by the Board of Directors shall, in the performance of his
duties, be fully protected in relying in good faith upon the books of account
of or reports made to the Corporation by any of its officials

                                      4

<PAGE>
or by an independent public accountant or by an appraiser selected with
reasonable care by the Board of Directors or by any such committee and in
relying in good faith upon other records of the Corporation.

                  Section 3. The Corporation shall indemnify its directors
and officers to the fullest extent allowed, and in the manner provided, by
Maryland law, including the advancing of expenses incurred in connection
therewith. Such indemnification shall be in Addition to any other right or
claim to which any director or officer may otherwise be entitled. The
Corporation may purchase and maintain insurance on behalf of any person who
is or was a director, officer, employee, or agent of the Corporation, or who,
while a director, officer, employee or agent of the Corporation, is or was
serving at the request of the Corporation as a director, officer, partner,
trustee, employee, or agent of another foreign or domestic corporation,
partnership, joint venture, trust, other enterprise, or employee benefit plan,
against any liability asserted against and incurred by such person in any
such capacity or arising out of such person's position, whether or not the
Corporation would have had the power to indemnify such liability.

                  Section 4. Nothing in this Article protects or purports to
protect, any director or officer against any liability to the Corporation or
its security holders to which he or she would otherwise be subject by reason
of willful misfeasance, bad faith, gross negligence or reckless disregard of
the duties involved in the conduct of his or her office.

                  Section 5. Each section or portion thereof of this Article
shall be deemed severable from the remainder, and the invalidity of any such
section or portion shall not affect the validity of the remainder of this
Article.

                                 ARTICLE IX.

              The duration of the Corporation shall be perpetual.

                                      5

<PAGE>
                                  ARTICLE X.

                                  AMENDMENTS

                  Section 1. From time to time any of the provisions of these
Articles of Incorporation may be amended, altered or repealed (including any
amendment that changes the terms of any of the outstanding stock by
classification, reclassification or otherwise), and other provisions that may,
under the statutes of the State of Maryland at the time in force, be lawfully
contained in articles of incorporation may be added or inserted, upon the vote
of the holders of a majority of the shares of common stock of the Corporation
at the time outstanding and entitled to vote, and all rights at any time
conferred upon the stockholders of the Corporation by these Articles of
Incorporation are subject to the provisions of this Article VIII.

                             ---------------------

                  The term "Articles of Incorporation" as used herein and in
the By-Laws of the Corporation shall be deemed to mean these Articles of
Incorporation as from time to time amended and restated.

                             ---------------------

                  I acknowledge this document to be my act, and state under the
penalties of perjury that with respect to all matters and facts herein, to the
best of my knowledge, information and belief such matters and facts are true in
all material respects and that this statement is made under the penalties of
perjury.

February 9, 1987.
                                                 /s/  Warren J. Olsen
                                                 ----------------------
                                                 Warren J. Olsen


                                         6
<PAGE>

STATE OF NEW YORK             )
                              : ss:
COUNTY OF NEW YORK            )


         THIS IS TO CERTIFY that on this 9th day of February, 1987 before me,
the subscriber a Notary Public in and for the State of New York, personally
appeared WARREN J. OLSEN and acknowledged the foregoing Amended Articles of
Incorporation of First Boston Strategic Income Fund, Inc. to be his act and
deed and that the facts therein stated are truly set forth.

         WITNESS my hand and Notarial Seal the day and year last above written.

                                              /s/ Illegible
                                              ----------------------
                                              Notary Public








                                         7

<PAGE>



                        AMENDED ARTICLES OF INCORPORATION

                                       OF

                      FIRST BOSTON QUALITY INCOME FUND, INC.

                                   ARTICLE I.


                  I, the incorporator, Warren J. Olsen, whose post office
address is 250 Park Avenue, New York, New York 10177, being at least eighteen
years of age, am, under and by virtue of the General Laws of the State of
Maryland authorizing the formation of corporations, forming a corporation.

                                   ARTICLE II.


                  The name of the corporation (hereinafter called the
"Corporation") is FIRST BOSTON INCOME FUND, INC.

                                   ARTICLE III.

                                    PURPOSES

                  The purpose for which the Corporation is formed is to act as a
closed-end, diversified investment company of the management type registered as
such with the Securities and Exchange Commission pursuant to the Investment
Company Act of 1940 and to exercise and generally to enjoy all of the powers,
rights and privileges granted to, or conferred upon, corporations by the General
Laws of the State of Maryland now or hereafter in force.



                                       8

<PAGE>

                                   ARTICLE IV.

                               ADDRESS IN MARYLAND

                  The post office address of the place at which the principal
office of the Corporation in the State of Maryland is located is c/o The
Corporation Trust Incorporated, 32 South Street, Baltimore, Maryland 21202.

                  The name of the Corporation's resident agent is the
Corporation Trust Incorporated, and its post office address is 32 South Street,
Baltimore, Maryland 21202. Said resident agent is a corporation of the State of
Maryland.

                                   ARTICLE V.

                                  COMMON STOCK

                  Section 1. The total number of shares of stock which the
Corporation has authority to issue is 100,000,000 shares of common stock of
the par value of $0.001 each, all of one class, having an aggregate par value
of $100,000.

                  Section 2. The presence in person or by proxy of the holders
of record of one-third of the shares of commn stock issued and outstanding and
entitled to vote thereat shall constitute a quorum for the transaction of any
business at all meetings of the stockholders except as otherwise provided by
law or in these Articles of Incorporation.

                  Section 3. Notwithstanding any provision of the General Laws
of the State of Maryland requiring action to be taken or authorized by the
affirmative vote of the holders of a designated proportion greater than a
majority of the shares of common stock, such action shall be valid and
effective if taken or authorized by the affirmative vote of the holders of a
majority of the total number of shares of common stock outstanding and entitled
to vote thereupon pursuant to the provisions of these Articles of Incorporation.


                                         9

<PAGE>

                  Section 4. No holder of shares of common stock of the
Corporation shall, as such holder, have any preemptive right to purchase or
subscribe for any shares of the common stock of the Corporation of any class
which it may issue or sell.

                  Section 5. All persons who shall acquire common stock in the
Corporation shall acquire the same subject to the provisions of these Articles
of Incorporation.

                                  ARTICLE VI.

                                   DIRECTORS

                  The initial number of directors of the Corporation shall be
three, and the names of those who shall act as such until the first annual
meeting and until their successors are duly elected and qualify are as follows:
Michael F. Holland, Robert M. Baylis and James L. Freeman. However, the By-Laws
of the Corporation may fix the number of directors at a number other than three
and may authorize the Board of Directors, by the vote of a majority of the
entire Board of Directors, to increase or decrease the number of directors
within a limit specified in the By-Laws, provided that in no case shall the
number of directors be less than three, and to fill the vacancies created by any
such increase in the number of directors. Unless otherwise provided by the
By-Laws of the Corporation, the directors of the Corporation need not be
stockholders.

                  The By-Laws of the Corporation may divide the Directors of the
Corporation into classes and prescribe the tenure of office of the several
classes; but no class shall be elected for a period shorter than that from the
time of the election of such class until the next annual meeting and thereafter
for a period shorter than the interval between annual meetings or for a longer
period than five years, and the term of office of at least one class shall
expire each year.


                                         10

<PAGE>

                                   ARTICLE VII.

                  MANAGEMENT OF THE AFFAIRS OF THE CORPORATION

                  Section 1. All corporate powers and authority of the
Corporation (except as at the time otherwise provided by statute, by these
Articles of Incorporation or by the By-Laws) shall be vested in and exercised
by the Board of Directors.

                  Section 2. The Board of Directors shall have the power to
adopt, alter or repeal the By-Laws of the Corporation except to the extent that
the By-Laws otherwise provide.

                  Section 3. The Board of Directors shall have the power from
time to time to determine whether and to what extent, and at what times and
places and under what conditions and regulations, the accounts and books of the
Corporation (other than the stock ledger) or any of them shall be open to the
inspection of stockholders; and no stockholder shall have any right to inspect
any account, book or document of the Corporation except to the extent permitted
by statute or the By-Laws.

                  Section 4. The Board of Directors shall have the power to
determine, as provided herein, or if provision is not made herein, in
accordance with generally accepted accounting principles, what constitutes net
income, total assets and the net asset value of the shares of Common Stock of
the Corporation.

                  Section 5. The Board of Directors shall have the power to
distribute dividends from funds legally available therefor in such amounts,
if any, and in such manner to the stockholders of record as of such date,
as the Board of Directors may determine.

                                   ARTICLE VIII.


                 Section 1. Provided that reasonable care has been exercised
in the selection of the officers, other employees, investment advisors and
managers, distributors, underwriters,


                                        11

<PAGE>

selling agents, custodians, dividend disbursing agents, transfer agents and
registrars, legal counsel, auditors, and other agents of the Corporation, no
director of the Corporation shall be responsible or liable in any event for
any neglect or wrong-doing of any of the same, nor shall any director be
responsible or liable for the act or omission to act of any other director.

                 Section 2. Each officer or director or member of any committee
designated by the Board of Directors shall, in the performance of his duties,
be fully protected in relying in good faith upon the books of account of or
reports made to the Corporation by any of its officials or by an independent
public accountant or by an appraiser selected with reasonable care by the Board
of Directors or by any such committee and in relying in good faith upon other
records of the Corporation.

                 Section 3. The Corporation shall indemnify its directors and
officers to the fullest extent allowed, and in the manner provided by Maryland
law, including the advancing of expenses incurred in connection therewith.
Such indemnification shall be in addition to any other right or claim to which
any director or officer may otherwise be entitled. The Corporation may purchase
and maintain insurance on behalf of any person who is or was a director,
officer, employee, or agent of the Corporation, or who, while a director,
officer, employee or agent of the Corporation, is or was serving at the request
of the Corporation as a director, officer, partner, trustee, employee, or agent
of another foreign or domestic corporation, partnership, joint venture, trust,
other enterprise, or employee benefit plan, against any liability asserted
against and incurred by such person in any such capacity or arising out of
such person's position, whether or not the Corporation would have had the
power to indemnify such liability.

                 Section 4. Nothing in this Article protects or purports to
protect, any director or officer against any liability to the Corporation or
its security holders to which he or she would


                                      12

<PAGE>

otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of his
or her office.

                 Section 5. Each section or portion thereof of this Article
shall be deemed severable from the remainder, and the invalidity of any such
section or portion shall not affect the validity of the remainder of this
Article.

                                  ARTICLE IX.


                  The duration of the Corporation shall be perpetual.

                                  ARTICLE X.

                                  AMENDMENTS

                  From time to time any of the provisions of these Articles of
Incorporation may be amended, altered or repealed (including any amendment that
changes the terms of any of the outstanding stock by classification,
reclassification or otherwise), and other provisions that may, under the
statutes of the State of Maryland at the time in force, be lawfully contained in
articles of incorporation may be added or inserted, upon the vote of the holders
of a majority of the shares of common stock of the Corporation at the time
outstanding and entitled to vote, and all rights at any time conferred upon the
stockholders of the Corporation by these Articles of Incorporation are subject
to the provisions of this Article X.

                           -------------------------

                  The term "Articles of Incorporation" as used herein and in the
By-Laws of the Corporation shall be deemed to mean these Articles of
Incorporation as from time to time amended and restated.

                           --------------------------


                                        13

<PAGE>


                  I acknowledge this document to be my act, and state under the
penalties of perjury that with respect to all matters and facts herein, to the
best of my knowledge, information and belief such matters and facts are true in
all material respects and that this statement is made under the penalties of
perjury.

March 9, 1987
                                              /s/Warren J. Olsen
                                              ----------------------
                                              Warren J. Olsen




                                        14
<PAGE>


STATE OF NEW YORK          )
                           : ss:
COUNTY OF NEW YORK         )


         THIS IS TO CERTIFY that on this 9th day of March, 1987 before me, the
subscriber a Notary Public in and for the State of New York, personally
appeared WARREN J. OLSEN and acknowledged the foregoing Amended Articles of
Incorporation of First Boston Income Fund, Inc. to be his act and deed and that
the facts therein stated are truly set forth.

         WITNESS my hand and Notarial Seal the day and year last above written.


                                                     /s/Mary McMillan
                                                     ----------------------
                                                     Notary Public


                                         15

<PAGE>



                                Articles of Amendment of

                               Articles of Incorporation

                                           of

                              FIRST BOSTON INCOME FUND, INC.

                  FIRST BOSTON INCOME FUND, INC., a Maryland corporation (the
"Corporation"), having its principal office in Baltimore, Maryland, hereby
certifies to the State Department of Assessments and Taxation of Maryland that:

                  FIRST:  The Corporation's Articles of Incorporation are
hereby amended as follows:

                  1.       Article EIGHTH, Section 3 is hereby amended by
deleting it in its entirety and replacing it with the following:

                           The Fund shall indemnify to the fullest extent
                  permitted by law (including the Investment Company Act of
                  1940) as currently in effect or as may hereafter be amended,
                  any person made or threatened to be made a party to any
                  action, suit or proceeding, whether criminal, civil,
                  administrative or investigative, by reason of the fact that
                  such person or such person's testator or intestate is or was
                  a Director or Officer. To the fullest extent permitted by law
                  (including the Investment Company Act of 1940) as currently
                  in effect or as the same may hereafter be amended, expenses
                  incurred by any such person in defending any such action,
                  suit or proceeding shall be paid or reimbursed by the Fund
                  promptly upon receipt by it of an undertaking of such person
                  to repay such expenses if it shall ultimately be determined
                  that such person is not entitled to be indemnified by the
                  Fund. Before the Fund may advance such expenses, one of the
                  following provisions must be satisfied: 1) such Director or
                  Officer shall provide a security for his undertaking, 2) the
                  Fund shall be insured against losses arising by reason of any
                  lawful advances, or 3) a majority of a quorum of
                  disinterested, non-party directors of the Fund, or an
                  independent legal counsel in a written opinion, shall
                  determine, based on a review of readily available facts, that
                  there is reason to believe that such Director or Officer
                  ultimately will be found entitled to indemnification. The
                  rights provided to any person by this Section of this Article
                  shall be enforceable against the Fund by such person who
                  shall be presumed to have relied upon it in serving or


                                            16

<PAGE>
                  continuing to serve as a Director or Officer as provided
                  above. No amendment of this Section of this Article shall
                  impair the rights of any person arising at any time with
                  respect to events occurring prior to such amendment. For
                  purposes of this Section of this Article, the term "Fund"
                  shall include any predecessor of the Fund and any constituent
                  corporation (including any constituent of a constituent)
                  absorbed by the Fund in a consolidation or merger; the term
                  "other enterprise" shall include any corporation,
                  partnership, joint venture, trust or employee benefit plan;
                  service "at the request of the Fund" shall include service as
                  a Director or Officer of the Fund which imposes duties on, or
                  involves services by, such Director or Officer with respect
                  to an employee benefit plan, its participants or
                  beneficiaries; any excise taxes assessed on a person with
                  respect to an employee benefit plan, its participants or
                  beneficiaries; any excise taxes assessed on a person with
                  respect to an employee benefit plan shall be deemed to be
                  indemnifiable expenses; and action by a person with respect
                  to any employee benefit plan which such person reasonably
                  believes to be in the interest of the participants and
                  beneficiaries of such plan shall be deemed to be action
                  not opposed to the best interests of the Fund.



                  2. Article EIGHTH is hereby amended by adding the following

Section 5:

                           Section 5. A Director or Officer of the Fund shall
                  not be liable to the Fund or its stockholders for monetary
                  damages for breach of fiduciary duty as a Director or
                  Officer, except to the extent such exemption from liability
                  or limitation thereof is not permitted by law (including the
                  Investment Company Act of 1940 and rules or regulations
                  thereunder or any releases issued by the Securities and
                  Exchange Commission or its staff) as currently in effect or
                  as the same may hereafter be amended.

                  SECOND:  The foregoing amendment to the Articles of
Incorporation of the Corporation has been advised by the Board of Directors and
approved by the stockholders in the manner required by law and its Articles
of Incorporation.


                                            17
<PAGE>



                  IN WITNESS WHEREOF, FIRST BOSTON INCOME FUND, INC. has caused
these Articles of Amendment of Articles of Incorporation to be signed in the
name and on its behalf by its President and witnessed by its Assistant Secretary
this 10th day of June, 1991.
                                              FIRST BOSTON INCOME FUND, INC.


                                              BY /s/Edward N. McMillan
                                              --------------------------
                                              Edward N. McMillan
                                              President
WITNESS:
/s/Susanne M. Dennis
- ----------------------
Susanne M. Dennis
Assistant Secretary


                                            18
<PAGE>



                  THE UNDERSIGNED, President of FIRST BOSTON INCOME FUND, INC.,
who executed on behalf of the Corporation the foregoing Articles of Amendment
of which this certificate is made a part, hereby acknowledges in the name and
on behalf of said Corporation the foregoing Articles of Amendment to be the
corporate act of said Corporation and hereby certifies that to the best of his
knowledge, information, and belief the matters and facts set forth therein with
respect to the authorization and approval thereof are true in all material
respects under the penalties of perjury.
                                                     /s/Edward N. McMillan
                                                     ----------------------
                                                     Edward N. McMillan
                                                     President








                                          19
<PAGE>



                              ARTICLES OF AMENDMENT

                                       to

                            ARTICLES OF INCORPORATION

                                       of

                          FIRST BOSTON INCOME FUND, INC.

                  THIS IS TO CERTIFY that FIRST BOSTON INCOME FUND, INC., a
Maryland corporation having its principal office in Baltimore City, Maryland
(hereinafter called the "Corporation"), hereby certifies to the State
Department of Assessments and Taxation of Maryland, that:

                  FIRST:    The Corporation's Articles of Incorporation are
hereby amended as follows:

                           The name of the Corporation is hereby changed from
                  "First Boston Income Fund, Inc." to "CS First Boston Income
                   Fund, Inc."

                  SECOND: The foregoing amendment to the Articles of
Incorporation of the Corporation has been advised by the Board of Directors and
approved by the stockholders of the Corporation in the manner required by law
and its Articles of Incorporation.



                                       20
<PAGE>


                  IN WITNESS WHEREOF, FIRST BOSTON INCOME FUND, INC., has
caused these Articles of Amendment to Articles of Incorporation to be signed
in its name and on its behalf by its Chairman, John J. Cook, Jr., and witnessed
by its Assistant Secretary, James P. Pappas, and each of said officers of the
Corporation has also acknowledged these Articles of Amendment to be the
corporate act of the Corporation and has stated under penalties of perjury that
to the best of said officer's knowledge, information and belief the matters and
facts set forth with respect to approval are true in all material respects, all
on May 24, 1994.
                                            FIRST BOSTON INCOME FUND, INC.

                                            By:  /s/John J. Cook, Jr.
                                            -----------------------------------
                                            Name:    John J. Cook, Jr.
                                            Title:   President and Chairman
Witness:
/s/James P. Pappas
- ---------------------------------
Name:  James P. Pappas
Title:  Assistant Secretary


                                        21
<PAGE>



                              CS FIRST BOSTON REALTY, INC.

                                    55 E. 52 Street

                               New York, New York 10055

June 8, 1994



Maryland State Department of
  Assessments and Taxation
301 West Preston Street
Baltimore, MD  21201


Re:  Consent to use of "CS First Boston" name by First Boston Income Fund, Inc.

To the Department of Assessments and Taxation:

We have been informed by CT Corporation System that the use by CS First Boston
Realty, Inc. of the "CS First Boston" designation prevents First Boston Income
Fund, Inc. from adopting a name change in Maryland to CS First Boston Income
Fund, Inc. without first obtaining the consent of this company.

CS First Boston Realty, Inc. hereby authorizes First Boston Income Fund, Inc.
to use, in Maryland, the "CS First Boston" designation so that it may amend its
name to CS First Boston Income Fund, Inc.

Please call me at (212) 322-7205 if you have any questions regarding this
authorization.

Sincerely,


/s/Lori M. Russo
- ----------------
Lori M. Russo,
Assistant Secretary

LMR/pt

cc:    Charles Griemsman
       (CS First Boston Investment
       Management Corporation)
       Stuart B. Leichenko, Esq.
       (Sullivan & Cromwell)


                                         22
<PAGE>



                              ARTICLES OF AMENDMENT

                                       to

                            ARTICLES OF INCORPORATION

                                       of

                         CS FIRST BOSTON INCOME FUND, INC.

                  THIS IS TO CERTIFY that CS FIRST BOSTON INCOME FUND, INC., a
Maryland corporation having its principal office in Baltimore City, Maryland
(hereinafter called the "Corporation"), hereby certifies to the State
Department of Assessments and Taxation of Maryland, that:

                  FIRST:    Article First of the Corporation's Articles of
Incorporation are hereby amended as follows:

                  The name of the Corporation is "BEA Income Fund, Inc."

                  SECOND: The foregoing amendment to the Articles of
Incorporation of the Corporation has been advised by the Board of Directors and
approved by the stockholders of the Corporation in the manner required by law
and its Articles of Incorporation.





                                        23
<PAGE>



                  IN WITNESS WHEREOF, CS FIRST BOSTON INCOME FUND, INC., has
caused these Articles of Amendment to Articles of Incorporation to be signed in
its name and on its behalf by its President, Robert Moore, and witnessed by its
Secretary, Hal Liebes, and each of said officers of the Corporation has also
acknowledged these Articles of Amendment to be the corporate act of the
Corporation and has stated under penalties of perjury that to the best of said
officer's knowledge, information and belief the matters and facts set forth
with respect to approval are true in all material respects, all on
June 13, 1995.

                                              CS FIRST BOSTON INCOME FUND, INC.


                                              By:  /s/Robert J. Moore
                                              ----------------------------
                                              Name:    Robert J. Moore
                                              Title:   President

Witness:


/s/Hal Liebes
- -----------------
Name:  Hal Liebes
Title:  Secretary


                                        24
<PAGE>



                              ARTICLES OF AMENDMENT

                                       to

                            ARTICLES OF INCORPORATION

                                       of

                          CS FIRST BOSTON INCOME FUND, INC.

                  THIS IS TO CERTIFY that CS FIRST BOSTON INCOME FUND, INC., a
Maryland corporation having its principal office in Baltimore City, Maryland
(hereinafter called the "Corporation"), hereby certifies to the
State Department of Assessments and Taxation of Maryland, that:

                  FIRST:   Article First of the Corporation's Articles of
Incorporation are hereby amended as follows:

                  The name of the Corporation is "BEA Income Fund, Inc."

                  SECOND: The foregoing amendment to the Articles of
Incorporation of the Corporation has been advised by the Board of Directors and
approved by the stockholders of the Corporation in the manner required by law
and its Articles of Incorporation.




                                        25
<PAGE>



                  IN WITNESS WHEREOF, CS FIRST BOSTON INCOME FUND, INC., has
caused these Articles of Amendment to Articles of Incorporation to be signed in
its name and on its behalf by its President, Robert Moore, and witnessed by its
Secretary, Hal Liebes, and each of said officers of the Corporation has also
acknowledged these Articles of Amendment to be the corporate act of the
Corporation and has stated under penalties of perjury that to the best of said
officer's knowledge, information and belief the matters and facts set forth
with respect to approval are true in all material respects, all on
June 13, 1995.
                                             CS FIRST BOSTON INCOME FUND, INC.



                                             By: /s/ Robert J. Moore
                                             -----------------------
                                             Name:    Robert J. Moore
                                             Title:   President

Witness:


/s/ Hal Liebes

Name:  Hal Liebes
Title: Secretary


                                       26
<PAGE>



                              ARTICLES OF AMENDMENT

                                       to

                            ARTICLES OF INCORPORATION

                                       of

                               BEA INCOME FUND, INC.

                  BEA Income Fund, Inc., a Maryland corporation having its
principal office in Baltimore City, Maryland (hereinafter called the
"Corporation"), hereby certifies to the State Department of Assessments and
Taxation of Maryland that:

                 FIRST:     The charter of the Corporation, as heretofore
amended, is further amended to change the name of the Corporation to Credit
Suisse Asset Management Income Fund, Inc. and by striking ARTICLE II of the
Articles of Incorporation in its entirety and inserting in lieu thereof the
following:

                                   ARTICLE II

                  The name of the corporation (hereinafter called the
                  "Corporation") is Credit Suisse Asset Management Income
                  Fund, Inc.

                  SECOND:   The foregoing amendment to the Articles of
Incorporation of the Corporation has been advised by the Board of Directors and
approved by the stockholders of the Corporation in the manner and by the vote
required by law and its charter.

                  IN WITNESS WHEREOF, Credit Suisse Asset Management Income
Fund, Inc. has caused these Articles of Amendment to be signed in its name and
on its behalf by its Senior Vice President and witnessed by its Secretary as of
the 11th day of May, 1999.

                  The undersigned acknowledges these Articles of Amendment to
be the corporate act of the Corporation and states that, to the best of his
knowledge, information and belief, all matters and facts set forth herein with
respect to the authorization and approval of the Articles of




                                        27

<PAGE>
Amendment are true and in all material respects and that this statement is made
under penalties of perjury.
                                        BEA INCOME FUND, INC.

                                        By:      /s/ Hal Liebes
                                        ------------------------------------
                                        Name:  Hal Liebes
                                        Title: Senior Vice President

WITNESS:
/s/ Michael A. Pignataro
Name:  Michael A. Pignataro
Title: Secretary












                                          28

<PAGE>

                                   REGISTRAR,

                      TRANSFER AGENCY AND SERVICE AGREEMENT

                                     BETWEEN

                              BEA INCOME FUND, INC.

                                       AND

                                BANKBOSTON, N.A.



<PAGE>

                                TABLE OF CONTENTS
                                                                           PAGE

ARTICLE 1              TERMS OF APPOINTMENT; DUTIES OF THE BANK...............1

ARTICLE 2              FEES AND EXPENSES......................................3

ARTICLE 3              REPRESENTATIONS AND WARRANTIES OF THE BANK.............3

ARTICLE 4              REPRESENTATIONS AND WARRANTIES OF THE FUND.............4

ARTICLE 5              DATA ACCESS AND PROPRIETARY INFORMATION................5

ARTICLE 6              INDEMNIFICATION........................................6

ARTICLE 7              STANDARD OF CARE.......................................8

ARTICLE 8              COVENANTS OF THE FUND AND THE BANK.....................8

ARTICLE 9              TERMINATION OF AGREEMENT...............................9

ARTICLE 10             ASSIGNMENT............................................10

ARTICLE 11             AMENDMENT.............................................10

ARTICLE 12             MASSACHUSETTS LAW TO APPLY............................10

ARTICLE 13             FORCE MAJEURE.........................................10

ARTICLE 14             CONSEQUENTIAL DAMAGES.................................11

ARTICLE 15             MERGER OF AGREEMENT...................................11

ARTICLE 16             SURVIVAL..............................................11

ARTICLE 17             SEVERABILITY..........................................11

ARTICLE 18             COUNTERPARTS..........................................11


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.13(A)
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>TRANSFER AGENCY AND SERVICE AGREEMENT
<TEXT>

                                   REGISTRAR,

                      TRANSFER AGENCY AND SERVICE AGREEMENT

                                     BETWEEN

                              BEA INCOME FUND, INC.

                                       AND

                                BANKBOSTON, N.A.



<PAGE>

                                TABLE OF CONTENTS
                                                                           PAGE

ARTICLE 1              TERMS OF APPOINTMENT; DUTIES OF THE BANK...............1

ARTICLE 2              FEES AND EXPENSES......................................3

ARTICLE 3              REPRESENTATIONS AND WARRANTIES OF THE BANK.............3

ARTICLE 4              REPRESENTATIONS AND WARRANTIES OF THE FUND.............4

ARTICLE 5              DATA ACCESS AND PROPRIETARY INFORMATION................5

ARTICLE 6              INDEMNIFICATION........................................6

ARTICLE 7              STANDARD OF CARE.......................................8

ARTICLE 8              COVENANTS OF THE FUND AND THE BANK.....................8

ARTICLE 9              TERMINATION OF AGREEMENT...............................9

ARTICLE 10             ASSIGNMENT............................................10

ARTICLE 11             AMENDMENT.............................................10

ARTICLE 12             MASSACHUSETTS LAW TO APPLY............................10

ARTICLE 13             FORCE MAJEURE.........................................10

ARTICLE 14             CONSEQUENTIAL DAMAGES.................................11

ARTICLE 15             MERGER OF AGREEMENT...................................11

ARTICLE 16             SURVIVAL..............................................11

ARTICLE 17             SEVERABILITY..........................................11

ARTICLE 18             COUNTERPARTS..........................................11


<PAGE>


                REGISTRAR, TRANSFER AGENCY AND SERVICE AGREEMENT

         This Transfer Agency and Stock Transfer Services Agreement (the
"Agreement"), dated as of October 26, 1998, or upon commencement of services
described below as soon as is practical following October 26,1998, is between
BEA Income Fund, Inc., a Maryland corporation (the "Fund") and BankBoston,
N.A. (the "Bank"), a national banking association.

         WHEREAS, the Fund desires to appoint the Bank as its registrar,
transfer agent, dividend disbursing agent and agent in connection with
certain other activities and the Bank desires to accept such appointment;

         NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the parties hereto agree as follows:

ARTICLE 1     TERMS OF APPOINTMENT; DUTIES OF THE BANK

              1.01   Subject to the terms and conditions set forth in this
Agreement, the Fund hereby employs and appoints the Bank to act as, and the
Bank agrees to act as registrar, transfer agent for the Fund's authorized and
issued shares of its common stock ("Shares"), dividend disbursing agent and
agent in connection with any dividend reinvestment plan as set out in the
prospectus of the Fund, corresponding to the date of this Agreement.

              1.02   The Bank agrees that it will perform the following
services:

              (a)    In accordance with procedures established from time to
time by agreement between the Fund and the Bank, the Bank shall:

                     (i)   Issue and record the appropriate number of Shares
                           as authorized and hold such Shares in the
                           appropriate Shareholder account;

                     (ii)  Effect transfers of Shares by the registered
                           owners thereof upon receipt of appropriate
                           documentation;


<PAGE>
                     (iii) Prepare and transmit payments for dividends and
                           distributions declared by the Fund;

                     (iv)  Act as agent for Shareholders pursuant to the
                           dividend reinvestment and cash purchase plan of the
                           Fund as amended from time to time;

                     (v)   Issue replacement certificates for those
                           certificates alleged to have been lost, stolen or
                           destroyed upon receipt by the Bank of
                           indemnification satisfactory to the Bank and
                           protecting the Bank and the Fund, and the Bank at
                           its option, may issue replacement certificates in
                           place of mutilated stock certificates upon
                           presentation thereof and without such indemnity.

              (b)    In addition to and neither in lieu nor in contravention
of the services set forth in the above paragraph (a), the Bank shall: (i)
perform all of the customary services of a registrar, transfer agent,
dividend disbursing agent and agent of the dividend reinvestment and cash
purchase plan as described in Article 1 consistent with those requirements in
effect as of the date of this Agreement. The detailed definition, frequency,
limitations and associated costs (if any) set out in the attached fee
schedule, include but are not limited to: maintaining all Shareholder
accounts, preparing Shareholder meeting lists, mailing proxies, and mailing
Shareholder reports to current Shareholders, withholding taxes on U.S.
resident and non-resident alien accounts where applicable, preparing and
filing U.S. Treasury Department Forms 1099 and other appropriate forms
required with respect to dividends and distributions by federal authorities
for all registered Shareholders.

                                      2
<PAGE>

              (c) The Bank shall provide additional services on behalf of the
Fund (i.e., escheatment winces) which may be agreed upon in writing between
the Fund and the Bank.

ARTICLE 2     FEES AND EXPENSES

              2.01    For the performance by the Bank pursuant to this
Agreement, the Fund agrees to pay the Bank an annual maintenance fee as set
out in the initial fee schedule attached hereto. Such fees and out-of-pocket
expenses and advances identified under Section 2.02 below may be changed from
time to time subject to mutual written agreement between the Fund and the
Bank.

              2.02    In addition to the foe paid under Section 2.01 above,
the Fund agrees to reimburse the Bank for out-of-pocket expenses, including
but not limited to confirmation production, postage, forms, telephone,
microfilm, microfiche, tabulating proxies, records storage, or advances
incurred by the Bank for the items set out in the fee schedule attached
hereto. In addition, any other expenses incurred by the Bank at the request
or with the consent of the Fund, will be reimbursed by the Fund.

              2.03    The Fund agrees to pay all few and reimbursable
expenses within five days following the receipt of the respective billing
notice. Postage and the cost of materials for mailing of dividends, proxies,
Fund reports and other mailings to all Shareholder accounts shall be advanced
to the Bank by the Fund at least seven (7) days prior to the mailing date of
such materials.

ARTICLE 3     REPRESENTATIONS AND WARRANTIES OF THE BANK

              The Bank represents and warrants to the Fund that:

              3.01    It is a trust company duly organized and existing and
in good standing under the laws of the Commonwealth of Massachusetts.

                                      3
<PAGE>

              3.02    It is duly qualified to carry on its business in the
Commonwealth of Massachusetts.

              3.03    It is empowered under applicable laws and by its
Charter and By-Laws to enter into and perform this Agreement.

              3.04    All requisite corporate proceedings have been taken to
authorize it to enter into and perform this Agreement.

              3.05    It has and will continue to have access to the necessary
facilities, equipment and personnel to perform its duties and obligations
under this Agreement.

ARTICLE 4     REPRESENTATIONS AND WARRANTIES OF THE FUND

              The Fund represents and warrants to the Bank that:

              4.01    It is a corporation duly organized and existing and in
good standing under the laws of Maryland.

              4.02    It is empowered under applicable laws and by its
Articles of Incorporation and By-Laws to enter into and perform this
Agreement.

              4.03    All corporate proceedings required by said Articles of
Incorporation and By-Laws have been taken to authorize it to enter into and
perform this Agreement.

              4.04    It is a closed-end, diversified investment company
registered under the Investment Company Act of 1940, as amended.

              4.05    To the extent required by federal securities laws a
registration statement under the Securities Act of 1933, as amended is
currently or will be effective and appropriate state securities law filings
have been made with respect to all Shares of the Fund being offered for sale
by the Fund; information to the contrary will result in immediate
notification to the Bank.

              4.06    It shall make all required filings under federal and
state securities laws.

                                      4
<PAGE>

ARTICLE 5     DATA ACCESS AND PROPRIETARY INFORMATION

              5.01    The Fund acknowledges that the data bases, computer
programs, screen formats, report formats, interactive design techniques, and
other proprietary information furnished to the Fund by the Bank are provided
solely in connection with the services rendered under this Agreement and
constitute copyrighted trade secrets or proprietary information of
substantial value to the Bank. Such databases, programs, formats, designs and
techniques are collectively referred to below as "Proprietary Information."
The Fund agrees that it shall treat all Proprietary Information as
proprietary to the Bank and further agrees that it shall not divulge any
Proprietary Information to any person or organization except as expressly
permitted hereunder. The Fund agrees for itself and its employees and agents:

              (a)     to use such programs and databases (i) solely on the
Fund computers, or (ii) solely from equipment at the locations agreed to
between the Fund and the Bank and (iii) in accordance with the Bank's
applicable user documentation;

              (b)     to refrain, from copying or duplicating in any way
(other than in the normal course of performing processing on the Funds'
computers) any part of any Proprietary Information;

              (c)     to refrain from obtaining unauthorized access to any
programs, data or other information not owned by the Fund, and if such access
is accidentally obtained, to respect and safeguard the same Proprietary
Information;

              (d)     to refrain from causing or allowing proprietary
information transmitted from the Bank's computer to the Funds' terminal to be
retransmitted to any other computer terminal or other device except as
expressly permitted by the Bank (such permission not to be unreasonably
withheld);

                                      5
<PAGE>

              (e)     that the Fund shall have access only to those
authorized transactions as agreed to between the Fund and the Bank; and

              (f)     to honor reasonable written requests made by the Bank
to protect at the Bank's expense the rights of the Bank in Proprietary
Information at common law and under applicable statutes.

              5.02    If the transactions available to the Fund include the
ability to originate electronic instructions to the Bank in order to (i)
effect the transfer or movement of cash or Shares or (ii) transmit
Shareholder information or other information, then in such event the Bank
shall be entitled to rely on the validity and authenticity of such
instruction without undertaking any further inquiry as long as such
instruction is undertaken in conformity with security procedures established
by the Bank from time to time.

ARTICLE 6     INDEMNIFICATION

              6.01    The Bank shall not be responsible for, and the Fund
shall indemnify and hold the Bank harmless from and against, any and all
losses, damages, costs, charges, counsel fees, payments, expenses and
liability arising out of or attributable to:

              (a)     All actions of the Bank or its agents or subcontractors
required to be taken pursuant to this Agreement, provided that such actions
are taken in good faith and without negligence or willful misconduct.

              (b)     The Fund's lack of good faith, negligence or willful
misconduct which arise out of the breach of any representation or warranty of
the Fund hereunder.

              (c)     The reliance on or use by the Bank or its agents or
subcontractors of information, records, documents or services which (i) are
received by the Bank or its agents or subcontractors, and (ii) have been
prepared, maintained or performed by the Fund or any other

                                      6
<PAGE>

person or firm on behalf of the Fund including but not limited to any
previous transfer agent registrar.

              (d)     The reliance on, or the carrying out by the Bank or its
agents or subcontractors of, any instructions or requests of the Fund.

              (e)     The offer or sale of Shares in violation of any federal
or state securities laws requiring that such shares be registered or in
violation of any stop order or other determination or ruling by any federal
or state agency with respect to the offer or sale of such Shares.

              6.02    At any time the Bank may apply to any officer of the
Fund for instructions, and may consult with legal counsel with respect to any
matter arising in connection with the services to be performed by the Bank
under this Agreement, and the Bank and its agents or subcontractors shall not
be liable and shall be indemnified by the Fund for any action taken or
omitted by it in reliance upon such instructions or upon the opinion of such
counsel. The Bank, its agents and subcontractors shall be protected and
indemnified in acting upon any paper or document furnished by or on behalf of
the Fund, reasonably believed to be genuine and to have been signed by the
proper person or persons, or upon any instruction, information, data, records
or documents provided the Bank or its agents or subcontractors by telephone,
in person, machine readable input telex, CRT data entry or other similar
means authorized by the Fund, and shall not be held to have notice of any
change of authority of any person, until receipt of written notice thereof
from the Fund. The Bank, its agents and subcontractors shall also be
protected and indemnified in recognizing stock certificates which are
reasonably believed to bear the proper manual or facsimile signatures of the
officers of the Fund, and the proper countersignature of any former transfer
agent or former registrar, or of a co-transfer agent or co-registrar.

                                      7
<PAGE>

              6.03    in order that the indemnification provisions contained
in this Article 6 shall apply, upon the assertion of a claim for which the
Fund may be required to indemnify the Bank, the Bank shall promptly notify
the Fund of such assertion, and shall keep the Fund advised with respect to
all developments concerning such claim. The Fund shall have the option to
participate with the Bank in the defense of such claim or to defend against
said claim in its own name or in the name of the Bank. The Bank shall in no
case confess any claim or make any compromise in any case in which the Fund
may be required to indemnify the Bank except with the Fund's prior written
consent.

ARTICLE 7     STANDARD OF CARE

              7.01    The Bank shall at all times act in good faith and
agrees to use its best efforts within reasonable limits to insure the
accuracy of all services performed under this Agreement, but assumes no
responsibility and shall not be liable for loss or damage due to errors
unless said errors are caused by its negligence, bad faith, or willful
misconduct or that of its employees.

ARTICLE 8     COVENANTS OF THE FUND AND THE BANK

              8.01    The Fund shall promptly furnish to the Bank the following:

              (a)     A certified copy of the resolution of the Board of
Directors of the Fund authorizing the appointment of the Bank and the
execution and delivery of this Agreement.

              (b)     A copy of the Articles of Incorporation and By-Laws of
the Fund and all amendments thereto.

              8.02    The Bank hereby agrees to establish and maintain
facilities and procedures reasonably acceptable to the Fund for safekeeping
of stock certificates, check forms and facsimile signature imprinting
devices, if any; and for the preparation or use, and for keeping account of,
such certificates, forms and devices.

                                      8
<PAGE>

              8.03    The Bank shall keep records relating to the services to
be performed hereunder, in the form and manner as it may deem advisable. To
the extent required by Section 31 of the Investment Company Act of 1940, as
amended, and the Rules thereunder, the Bank agrees that all such records
prepared or maintained by the Bank relating to the services to be performed
by the Bank hereunder are the property of the Fund and will be preserved,
maintained and made available in accordance with such Section and Rules, and
will be surrendered promptly to the Fund on and in accordance with its
request.

              8.04    The Bank and the Fund agree that all books, records,
information and data pertaining to the business of the other party which are
exchanged or received pursuant to the negotiation or the carrying out of this
Agreement shall remain confidential, and shall not be voluntarily disclosed
to any other pawn, except as may be required by law.

              8.05    In cases of any requests or demands for the inspection
of the Shareholder records of the Fund, the Bank will endeavor to notify the
Fund and to secure instructions from an authorized officer of the Fund as to
such inspection. The Bank reserves the right, however, to exhibit the
Shareholder records to any person whenever it is advised by its counsel that
it may be held liable for the failure to exhibit the Shareholder records to
such person.

ARTICLE 9     TERMINATION OF AGREEMENT

              9.01    This Agreement may be terminated by either party upon
ninety (90) days written notice to the other.

              9.02    Should the Fund exercise its right to terminate, all
out-of-pocket expenses associated with the movement of records and material
will be borne by the Fund. Additionally, the Bank reserves the right to
charge for any other reasonable expenses associated with such termination
and/or a charge, equivalent to the average of three (3) months' fees.

                                      9
<PAGE>

ARTICLE 10    ASSIGNMENT

              10.01   Except as provided in Section 10.03 below, neither this
Agreement nor any rights or obligations hereunder may be assigned by either
party without the written consent of the other party.

              10.02   This Agreement shall inure to the benefit of and be
binding upon the parties and their respective permitted successors and
assigns.

              10.03   The Bank may, without further consent on the part of
the Fund, subcontract for the performance hereof with (i) Boston EquiServe
Limited Partnership, a Delaware limited partnership ("Boston EquiServe"),
which is duly registered as a transfer agent pursuant to Section 17A(c)(2) of
the Securities Exchange Act of 1934 ("Section 17A(c)(2)"), or (ii) a Boston
EquiServe affiliate duly registered as a transfer agent pursuant to Section
17A(c)(2), provided, however, that the Bank shall be as fully responsible to
the Fund for the acts and omissions of any subcontractor as it is for its own
acts and omissions.

ARTICLE 11    AMENDMENT


              11.01   This Agreement may be amended or modified by a written
agreement executed by both parties and authorized or approved by a resolution
of the Board of Directors of the Fund.

ARTICLE 12    MASSACHUSETTS LAW TO APPLY

              12.01   This Agreement shall be construed and the provisions
thereof interpreted under and in accordance with the laws of The Commonwealth
of Massachusetts.

ARTICLE 13    FORCE MAJEURE

              13.01   In the event either party is unable to perform its
obligations under the terms of this Agreement because of acts of God,
strikes, equipment or transmission failure or damage reasonably beyond its
control, or other causes reasonably beyond its control, such party

                                      10
<PAGE>

shall not be liable for damages to the other for any damages arising from
such failure to perform or otherwise from such causes.

ARTICLE 14    CONSEQUENTIAL DAMAGES

              14.01   Neither party to this Agreement shall be liable to the
other party for consequential damages under any provision of this Agreement
or for any consequential damages arising out of any act or failure to act
hereunder.

ARTICLE 15    MERGER OF AGREEMENT

              15.01   This Agreement constitutes the entire agreement between
the parties hereto and supersedes any prior agreement with respect to the
subject hereof whether oral or written.

ARTICLE 16    SURVIVAL

              16.01   All provisions regarding indemnification, warranty,
liability and limits thereon, and confidentiality and/or protection of
proprietary rights and trade secrets, shall survive the termination of this
Agreement.

ARTICLE 17    SEVERABILITY

              17.01   If any provision or provisions of this Agreement shall
be held to be invalid, unlawful, or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected
or impaired.

ARTICLE 18    COUNTERPARTS

              18.01   This Agreement may be executed by the parties hereto on
any number of counterparts, and all of said counterparts taken together shall
be deemed to constitute one and the same instrument.

                                      11
<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in their names and on their behalf by and through their duly
authorized officers, as of the day and year first above written.


                                                BEA INCOME FUND, INC.

                                                By:  /S/ MICHAEL A. ?
                                                     ---------------------
                                                         Michael A.?
                                                         Secretary

                                                BANKBOSTON, N.A.



                                                By:  /S/ JOSEPH F. IDZAL
                                                     ---------------------
                                                         Joseph F. Idzal
                                                         Vice President


                                      12
<PAGE>

                            FEE AND SERVICE SCHEDULE
                                       FOR
                              BEA INCOME FUND, INC.
- -------------------------------------------------------------------------------

             STANDARD TRANSFER AGENT AND REGISTRAR FEES AND SERVICES


TERM

The term of this Fee and Service Schedule shall be for a period of three (3)
years, commencing from October 26, 1998, the effective date of this Fee and
Service Schedule (the "Initial Term").

After the Initial Term, this Fee and Service Schedule shall be self renewing,
and providing that the service mix and volumes remain constant, the fees
listed below shall be increased by the accumulated change in the National
Employment Cost Index for Service Producing Industries (Finance, Insurance,
Real Estate) for the preceding years of the contract, as published by the
Bureau of Labor Statistics of the United States Department of Labor. Fees
will be increased on this basis on each successive contract anniversary
thereafter.

Notwithstanding the paragraphs above, the fees and services may be changed
from time to time as agreed upon in writing by both parties.

FEES AND SERVICES

TRANSFER AGENT AND REGISTRAR FEE
$2,750.00       Per Month - Includes the standard Transfer Agent and Registrar
                services as stated in the following sections:


     ADMINISTRATIVE SERVICES
     -   Annual administrative services as Transfer Agent and Registrar
     -   Assignment of Account Administrator
     -   Remote inquiry access to Fund records via PC or terminal with
         telecommunication software

     ACCOUNT MAINTENANCE
     -   Maintaining up to 4,800 record shareholder accounts per year,
         additional shareholder accounts to be billed at $7.00 each per year,
         to include the following services:
         -   Processing of new shareholder accounts
         -   Posting and acknowledging address changes
         -   Processing other routine file maintenance adjustments
         -   Posting all transactions, including debit and credit certificates
             to the stockholder file
         -   Researching and responding to all registered shareholder
             inquiries, telephone inquiries via toll-free number (line useage
             charges billed as incurred)
         -   Confirmations of purchases and sales of shares of the Fund
         -   Maintaining shareholder mailing database

     CERTIFICATE ISSUANCE
     -   Issuance, cancellation and registration of certificates to include the
         following services:
         -   Production and mailing of daily transfer reports


                                    Page 1
<PAGE>

                            FEE AND SERVICE SCHEDULE
                                       FOR
                              BEA INCOME FUND, INC.
- -------------------------------------------------------------------------------

         -   Processing of all legal transfers including New York window and
             mail items
         -   Combining certificates into large and/or smaller denominations
         -   Processing Indemnity Bonds
         -   Replacing lost certificates
         -   Placing, maintaining and removing stop-transfer notations

     ANNUAL MEETING SERVICES
     -   Preparing a full stockholder list as of the Annual Meeting Record Date
     -   Printing and addressing proxy cards for all registered shareholders
     -   Enclosing and mailing proxy card, proxy statement, return envelope and
         Annual Report to all registered shareholders
     -   Receiving, opening and examining returned proxies
     -   Writing in connection with unsigned or improperly executed proxies
     -   Tabulating returned proxies; up to five (5) proposals, additional
         billed at $0.03 per proposal per shareholder
     -   Provide on-line access to proxy vote status
     -   Attending Annual Meeting as Inspector of Election (Travel expenses
         billed as incurred)
     -   Preparing a final Annual Meeting List reflecting how each account
         has voted on each proposal
     -   Interfacing with outside proxy solicitor

     MAILING AND REPORTING SERVICES
     -   Addressing, enclosing and mailing to registered shareholders
         company-provided Semi-Annual Reports, 2 times per annum

     -   Preparing eight (8) standard reports at the company's discretion per
         annum
     -   Prepare and mail account statements to shareholders, twelve times per
         annum
     -   Coding "multiple" accounts at a single household to suppress duplicate
         mailings of reports

     ABANDONED PROPERTY REPORTING SERVICES
     -   Preparing Abandoned Property Reports, one (1) per annum to all 50
         states
     -   Preparing a set of labels, one (1) per annum to perform Due Diligence
         mailing.

     DIVIDEND SERVICES
     As Dividend Disbursing Agent and Paying Agent (checks to be drawn on
     BankBoston, N.A. and funding must be received via Federal Funds Wire or
     BankBoston Demand Deposit Account debit on the mail date), BankBoston will
     perform the following dividend related services:

     -   Preparing and mailing monthly dividends (check includes address change
         feature) with an additional enclosure with each dividend check
     -   Preparing a hardcopy dividend list as of each dividend record date
     -   Preparing and filing Federal Information Returns (Form 1099) of
         dividends paid in a year and mailing a statement to each stockholder


                                    Page 2
<PAGE>

                            FEE AND SERVICE SCHEDULE
                                       FOR
                              BEA INCOME FUND, INC.
- -------------------------------------------------------------------------------

     -   Preparing and filing State Information Returns of dividends paid in a
         year to stockholders resident within such state
     -   Preparing and filing annual withholding return (Form 1042) and
         payments to the government of income taxes withheld from Non-Resident
         Aliens
     -   Replacing lost dividend checks
     -   Providing photocopies of canceled checks when requested
     -   Reconciling paid and outstanding checks
     -   Coding "undeliverable" accounts to suppress mailing dividend checks to
         same, per
     -   SEC regulations
     -   Processing and recordkeeping of accumulated uncashed dividends
     -   Furnishing requested dividend information to stockholders
     -   Performing the duties as required by the Interest and Dividend Tax
         Compliance Act of 1983
     -   Direct deposit of dividends via ACH

     DIVIDEND REINVESTMENT SERVICES
     -   Monthly Reinvestment and/or cash investment transactions of Dividend
         Reinvestment Plan (DRP) participant accounts
     -   Preparing and mailing a monthly dividend reinvestment detailed
         statement with an additional enclosure to each DRP participant
     -   Preparing and mailing a monthly cash investment detailed statement
         with an additional enclosure to each DRP participant
     -   Maintaining DRP accounts and establishing new participant accounts
     -   Processing termination/sale requests
     -   Processing withdrawal requests
     -   Supplying summary reports for each reinvestment/investment to Company
     -   Certificate safekeeping
     -   Handling shareholder inquiries concerning the DRP
     -   Preparing and mailing Form 1099, Form 1042, and Form 1099B to
         participants and related filings with the IRS
     -   Preparing a Dividend Reinvestment Journal, 12 per annum.

ITEMS NOT COVERED

ADDITIONAL SERVICES
Items not included in the fees and services set forth in this Fee and Service
Schedule including, but not limited to, services associated with the payment of
a stock dividend, stock split, corporate reorganization, or any services
associated with a special project are to be billed separately, on an appraisal
basis.

Services required by legislation or regulatory fiat which become effective after
the date of acceptance of this Fee and Service Schedule shall not be a part of
the Standard Services and shall


                                    Page 3
<PAGE>

                            FEE AND SERVICE SCHEDULE
                                       FOR
                              BEA INCOME FUND, INC.
- -------------------------------------------------------------------------------

be billed by appraisal. All additional services not specifically covered
under this Fee and Service Schedule will be billed by appraisal, as
applicable.

OUT OF POCKET EXPENSES
All direct out-of-pocket expenses will be billed as incurred. A list of
applicable out-of-pocket expenses is attached as Exhibit A.

ACCEPTANCE

In witness whereof, the parties hereto have caused this Fee and Service Schedule
to be executed by their respective officers, hereunto duly agreed and
authorized, as of the effective date of this Fee and Service Schedule.

Submitted by BankBoston, N.A.              Accepted by BEA Income Fund, Inc.


By:                                        By:
   -----------------------                    -----------------------


Title:                                     Title:
      --------------------                       --------------------


Date:                                      Date:
     ---------------------                      ---------------------

THIS FEE AND SERVICE SCHEDULE SHALL SERVE AS AN ATTACHMENT TO A TRANSFER
AGENCY AND STOCK TRANSFER SERVICES AGREEMENT TO BE AGREED UPON BY THE PARTIES.


                                    Page 4
<PAGE>

                            FEE AND SERVICE SCHEDULE
                                       FOR
                              BEA INCOME FUND, INC.
- -------------------------------------------------------------------------------

                                    EXHIBIT A

                             OUT OF POCKET EXPENSES

    Out of pocket expenses associated with, but not limited to, the following
    are NOT included in the fees quoted in this Fee and Service Schedule and
    are billable as incurred.

    POSTAGE (Outgoing and Business Reply)
    ENVELOPES
    LABELS
    FORMS AND STATIONERY
    INSURANCE PREMIUMS (Mailing certificates)
    DELIVERY AND FREIGHT CHARGES (including overnight delivery; Airborne
              Express, FedEx, etc.)
    TYPESETTING (proxy cards, dividend reinvestment enrollment cards, due
              diligence mailings, ACH enrollment cards, etc.)
    PRINTING (proxy cards, dividend reinvestment cards, etc.)
    DESTRUCTION OF EXCESS/OBSOLETE MATERIAL
    DTC TRADE TRANSACTIONS EXPENSES (Treasury buybacks, DR trades, etc.)
    CUSTODY SETTLEMENT CHARGES
    TOLL FREE TELEPHONE USAGE AND LINE EXPENSES

    PLEASE NOTE:

    Other out of pocket expenses could be incurred depending on the services
    utilized.

    Good funds to cover postage expenses in excess of $5,000 for shareholder
    mailings must be received in full by 12:00 p.m. Eastern Time on the
    scheduled mailing date. Postage expenses less than $5,000 will be billed as
    incurred.

    SKU numbers are required on all material received for mailing. A special
    handling fee of $10.00 per box will be assessed for all material not marked
    with a SKU number. Such material includes, but is not limited to: proxy
    statements, annual and quarterly reports, dividend enclosures and news
    releases. Overtime charges will be assessed in the event of late delivery
    of material for mailings to shareholders unless the mail date is
    rescheduled.


                                    Page 5
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.13(B)
<SEQUENCE>4
<FILENAME>0004.txt
<DESCRIPTION>ADMINISTRATIVE AND ACCOUNTING AGENCY AGREEMENT
<TEXT>


                 ADMINISTRATIVE AND ACCOUNTING AGENCY AGREEMENT


                  THIS AGREEMENT is made as of February 27, 1999 by and between
BROWN BROTHERS HARRIMAN & CO., a limited partnership organized under the laws of
the State of New York (the "ADMINISTRATOR"), and each of the Funds listed on
Appendix A to this Agreement (each a "FUND" and collectively, the "FUNDS").

                                   WITNESSETH:

                  WHEREAS, the Funds are registered with the United States
Securities and Exchange Commission as management investment companies under the
Investment Company Act of 1940, as amended (the "1940 Act"); and

                  WHEREAS, the Funds desire to retain the Administrator to
render certain services to the Funds, and the Administrator is willing to render
such services.

                  NOW, THEREFORE, in consideration of the premises and mutual
covenants herein contained, the parties hereto agree as follows:

APPOINTMENT OF ADMINISTRATOR. The Funds hereby employ and appoint the
Administrator to act as their administrative and fund accounting agent on the
terms set forth in this Agreement, and the Administrator accepts such
appointment.

DELIVERY OF DOCUMENTS.  The Funds will:

Furnish the Administrator with properly certified or authenticated copies of
resolutions of the Funds' Board of Directors or Trustees authorizing the
appointment of the Administrator as administrative and fund accounting agent of
the Funds and approving this Agreement.

Provide the Administrator with any other documents or resolutions (including but
not limited to directions or resolutions of the Funds' Board of Directors or
Trustees) which relate to or affect the Administrator's performance of its
duties hereunder or which the Administrator may reasonably request.

Notify the Administrator promptly of any matter affecting the performance by the
Administrator of its services under this Agreement.

DUTIES AS ADMINISTRATOR. Subject to the supervision and direction of the Board
of Directors or Trustees of the Funds, the Administrator will perform the
following services:

Provide an Assistant Treasurer to the Fund.

Accumulate information for and, subject to approval by the Funds' Treasurer,
prepare reports to the Funds' shareholders of record as set forth in Rule 30d-1
of the 1940 Act or as agreed upon in writing from time to time between the
parties hereto and file such reports with the Securities and Exchange
Commission.

Prepare and file the Securities and Exchange Commission's Form N-SAR.


<PAGE>

Consult with the Funds' Treasurer on financial matters relating to the Funds
including without limitation dividend distributions, expense proformas, expense
accruals and other matters, including payment of expenses, as shall from time to
time be agreed upon by the parties.

Assist the Funds' Treasurer with the Funds' federal, state and applicable local
tax preparation and reporting, including the following:

preparation of fiscal and excise tax distribution calculations;

preparation and filing of federal, state and any local income tax returns,
including tax return extension requests;

preparation of shareholder year end reporting statements;

provide the appropriate amounts and characterization of distributions declared
during the calendar year for Forms 1099 reporting;

periodically review and determine of distributions to be paid to shareholders;

consult with the Fund's Treasurer regarding potential passive foreign investment
companies ("PFICs");

consult with the Fund's Treasurer on various tax issues as they arise and with
the Fund's outside auditors when appropriate;

Assist the investment adviser for the Fund (the "Adviser"), at the Adviser's
request, in monitoring and developing compliance procedures for the Fund which
will include, among other matters, procedures to assist the Adviser in
monitoring compliance with the Fund's investment objectives, policies and
restrictions, tax matters and applicable laws and regulations and performing
certain monthly compliance tests, to the extent relevant information is
available to the Administrator in the performance of its functions as the Fund's
net asset value calculation agent.

Assist the Fund's Treasurer in the preparation of quarterly reporting to the
Fund's Board of Directors or Trustees as required by applicable rules under the
1940 Act and as agreed between the Administrator and the Funds from time to
time.

Report monthly to the Funds' Treasurer on compliance of the Funds' fidelity bond
coverage with Rule 17g-1 of the 1940 Act.

Report monthly to Treasurer on comparison of the Funds' actual shares
outstanding with its authorized shares.

Assist the Funds' Treasurer in preparing the Funds' performance analysis reports
(including yield and total return information) calculated in accordance with
applicable U. S. securities laws and in reporting to external databases such
information as may reasonably be requested.


<PAGE>

Serve as recordkeeper and net asset value calculation agent responsible for
performing those functions as set forth in Section 4 below.

Create, maintain and retain such records relating to its obligations under this
Agreement as are required under the 1940 Act (including Section 31 thereof and
Rules 31a-1 and 31a-2 thereunder).

Assist the Funds' Treasurer, officers and Adviser in such other matters as the
Funds and the Administrator shall from time to time agree.

                  In performing its duties and obligations hereunder, the
Administrator will act in accordance with the Funds' Articles of Incorporation
or Declaration of Trust, By-laws and Prospectus and Proper Instructions. It is
agreed and understood, however, that the Administrator shall not be responsible
for compliance the Funds' investments with any applicable documents, laws or
regulations, or for losses, costs or expenses arising out of the Funds' failure
to comply with said documents, laws or regulations or the Funds' failure or
inability to correct any non-compliance therewith.

DUTIES AS NET ASSET VALUE CALCULATION AGENT. The Administrator shall compute and
determine the net asset value per share of the Funds as of the close of business
on the New York Stock Exchange on each day on which such Exchange is open,
unless otherwise directed by Proper Instruction. Such computation and
determination shall be made in accordance with:

The provisions of the Funds' Declaration of Trust or Certificate of
Incorporation and By-Laws, as they may from time to time be amended and
delivered to the Administrator.

The votes of the Board of Directors or Trustees of the Fund at the time in force
and applicable, as they may from time to time be delivered to the Administrator.

Proper Instructions, including without limitation any information:

as to accrual of liabilities of the Funds and as to liabilities of the Funds not
appearing on the books of account kept by the Administrator

as to the existence, status and proper treatment of reserves, if any, authorized
by the Funds

as to the sources of quotations to be used in computing the net asset value,
including those listed in Appendix B hereto

as to the fair value to be assigned to any securities or other property for
which price quotations are not readily available

as to the sources of information with respect to "corporate actions" affecting
portfolio securities of the Funds, including those listed in Appendix B.
(Information as to "corporate actions" shall include information as to
dividends, distributions, stock splits, stock dividends, rights offerings,
conversions, exchanges, recapitalizations, mergers, redemptions, calls, maturity
dates and similar transactions, including the ex- and record dates and the
amounts or other terms thereof.).


<PAGE>

as to the use a particular source for the valuation of a specific Security or
other Property of the Funds.

                  Notwithstanding anything in this Agreement to the contrary,
the Administrator shall not be responsible for the failure of the Funds or their
Investment Advisers to provide the Administrator with Proper Instructions
regarding liabilities which ought to be included in the calculation of the
Funds' net asset value.

                  On each day that the Administrator shall compute the net asset
value per share of the Funds, the Administrator shall provide the Investment
Advisers of the Funds with written reports which the Investment Advisers will
use to verify that portfolio transactions have been recorded in accordance with
the Funds' instructions and are reconciled with the Funds' trading records.

                  In like manner, the Administrator shall compute and determine
the net asset value as of such other times as the Board of Directors or Trustees
of the Funds from time to time may reasonably request.

                  Notwithstanding any other provisions of this Agreement, the
following provisions shall apply with respect to the Administrator's
responsibilities as net asset valuation calculation agent. The Administrator
shall be held to the exercise of reasonable care in computing and determining
net asset value, but shall not be held accountable or liable for any losses or
damages the Funds or any shareholder or former shareholder of the Funds or any
other person may suffer or incur arising from or based upon errors or delays in
the determination of such net asset value resulting from any event beyond the
reasonable control of the Administrator unless such error or delay was due to
the Administrator's negligence willful misconduct in determination of such net
asset value (The parties hereto acknowledge, however, that the Administrator's
causing an error or delay in the determination of net asset value may, but does
not in and of itself, constitute negligence or reckless or willful misconduct.).
In no event shall the Administrator be liable or responsible to the Funds, any
present or former shareholder of the Funds or any other person for any error or
delay which continued or was undetected after the date of an audit performed by
the certified public accountants employed by the Funds if, in the exercise of
reasonable care in accordance with generally accepted accounting standards, such
accountants should have become aware of such error or delay in the course of
performing such audit. The Administrator's liability for any such negligence or
reckless or willful misconduct which results in an error in determination of
such net asset value shall be limited exclusively to the direct, out-of-pocket
loss the Fund, shall actually incur, measured by the difference between the
actual and the erroneously computed net asset value, and any expenses the Fund
shall incur in connection with correcting the records of the Fund affected by
such error (including charges made by the Fund's registrar and transfer agent
for making such corrections) or communicating with shareholders or former
shareholders of the Fund affected by such error.

                  Without limiting the foregoing, the Administrator shall not be
held accountable or liable to the Funds, any shareholder or former shareholder
thereof or any other person for any delays or losses, damages or expenses any of
them may suffer or incur resulting from (i) the Administrator's failure to
receive timely and suitable notification concerning quotations or corporate
actions relating to or affecting portfolio securities of the Funds or (ii) any
errors in the


<PAGE>

computation of the net asset value based upon or arising out of quotations or
information as to corporate actions if received by the Administrator either (a)
from a source which t Administrator was authorized to rely upon (including those
sources listed on Appendix B), (b) from a source which in the Administrator's
reasonable judgment was as reliable a source for such quotations or information
as such authorized sources, or (c) relevant information known to the Fund or the
Investment Adviser which would impact the calculation of net asset value but
which is not communicated by the Fund or the Investment Adviser to the
Administrator.

                  In the event of any error or delay in the determination of
such net asset value for which the Administrator may be liable, the Funds and
the Administrator will consult and make good faith efforts to reach agreement on
what actions should be taken in order to mitigate any loss suffered by the Fund
or its present or former shareholders, in order that the Administrator's
exposure to liability shall be reduced to the extent possible after taking into
account all relevant factors and alternatives. It is understood that in
attempting to reach agreement on the actions to be taken or the amount of the
loss which should appropriately be borne by the Administrator, the Fund and the
Administrator will consider such relevant factors as the amount of the loss
involved, the Fund's desire to avoid loss of shareholder good will, the fact
that other persons or entities could have been reasonably expected to have
detected the error sooner than the time it was actually discovered, the
appropriateness of limiting or eliminating the benefit which shareholders or
former shareholders might have obtained by reason of the error, and the
possibility that other parties providing services to the Fund might be induced
to absorb a portion of the loss incurred.

                  The Administrator shall in no event be liable or responsible
to the Fund, any present or former shareholder of the Fund or any other person
for any error or delay which continued or was undetected after the date of an
audit performed by the certified public accountants employed by the Fund if, in
the exercise of reasonable care in accordance with generally accepted accounting
standards, such accountants should have become aware of such error or delay in
the course of performing such audit.

                  Notwithstanding anything else in this Agreement to the
contrary, the Administrator's entire liability to the Fund for any loss or
damage arising or resulting from its performance hereunder or for any other
cause whatsoever, and regardless of the form of action, shall be limited to the
Fund's actual and direct out-of-pocket expenses and losses which are reasonably
incurred by the Fund. In no event and under no circumstances shall the
Administrator or a Fund be held liable to the other party for consequential or
indirect damages, loss of profits, damage to reputation or business or any other
special damages arising under or by reason of any provision of this Agreement or
for any act or omission hereunder.

EXPENSES AND COMPENSATION. For the services to be rendered and the facilities to
be furnished by the Administrator as provided for in this Agreement, the Funds
shall pay the Administrator for its services rendered pursuant to this Agreement
a fee based on such fee schedule as may from time to time be agreed upon in
writing by the Funds and the Administrator. In addition to such fee, the
Administrator shall bill the Funds separately for any out-of-pocket
disbursements of the Administrator. Out-of-pocket disbursements shall include,
but shall not be limited to, postage, including courier services; telephone;
telecommunications; printing, duplicating and photocopying charges; forms and
supplies; filing fees; legal expenses;


<PAGE>

and travel expenses. The foregoing fees and disbursements shall be billed to the
Fund by the Administrator and shall be paid promptly by wire transfer or other
appropriate means to the Administrator.

STANDARD OF CARE. The Administrator shall be held only to the exercise of
reasonable care and diligence in carrying out the provisions of this Agreement,
provided that the Administrator shall not thereby be required to take any action
which is in contravention of any applicable law, rule or regulation or any order
or judgment of any court of competent jurisdiction.

LIMITATION OF LIABILITY. The Administrator shall incur no liability with respect
to any telecommunications, equipment or power failures, or any failures to
perform or delays in performance by postal or courier services or third-party
information providers (including without limitation those listed on Appendix B).
The Administrator shall also incur no liability under this Agreement if the
Administrator or any agent or entity utilized by the Administrator shall be
prevented, forbidden or delayed from performing, or omits to perform, any act or
thing which this Agreement provides shall be performed or omitted to be
performed, by reason of causes or events beyond its control, including but not
limited to:

any Sovereign Event. A "Sovereign Event" shall mean any nationalization;
expropriation; devaluation; revaluation; confiscation; seizure; cancellation;
destruction; strike; act of war, terrorism, insurrection or revolution; or any
other act or event beyond the Administrator's control.

any provision of any present or future law, regulation or order of the United
States or any state thereof, or of any foreign country or political subdivision
thereof, or of any securities depository or clearing agency,

any provision of any order or judgment of any court of competent jurisdiction.

                  Notwithstanding any other provision of this Agreement, the
Administrator shall not be held accountable or liable for any losses, damages or
expenses the Funds or any shareholder or former shareholder of the Funds or any
other person may suffer or incur arising from acts, omissions, errors or delays
of the Administrator in the performance of its obligations and duties hereunder,
including without limitation any error of judgment or mistake of law, except a
damage, loss or expense resulting from the Administrator's willful malfeasance,
bad faith or negligence in the performance of such obligations and duties. The
Administrator shall in no event be required to take any action, which is in
contravention of any applicable law, rule or regulation or any order or judgment
of any court of competent jurisdiction.

                  The Fund hereby agrees to indemnify the Administrator against
and hold it harmless from any and all losses, claims, damages, liabilities or
expenses (including reasonable counsel fees and expenses) resulting from any
act, omission, error or delay or any claim, demand, action or suit, in
connection with or arising out of performance of its obligations and duties
under this Agreement, not resulting from the willful malfeasance, bad faith or
negligence of the Administrator in the performance of such obligations and
duties.

RELIANCE BY THE ADMINISTRATOR ON PROPER INSTRUCTIONS AND OPINIONS OF COUNSEL AND
OPINIONS OF CERTIFIED PUBLIC ACCOUNTANTS. The


<PAGE>

Administrator shall not be liable for, and shall be indemnified by the Funds
against any and all losses, costs, damages or expenses arising from or as a
result of, any action taken or omitted in reliance upon Proper Instructions or
upon any other written notice, request, direction, instruction, certificate or
other instrument believed by it to be genuine and signed or authorized by the
proper party or parties.

                  Proper Instructions shall include a written request,
direction, instruction or certification signed or initialed on behalf of the
Fund by one or more persons as the Board of Directors or Trustees of the Fund
shall have from time to time authorized. Those persons authorized to give Proper
Instructions may be identified by the Board of Directors or Trustees by name,
title or position and will include at least one officer empowered by the Board
to name other individuals who are authorized to give Proper Instructions on
behalf of the Fund.

                  Telephonic or other oral instructions or instructions given by
telefax transmission may be given by any one of the above persons and will also
be considered Proper Instructions if the Administrator believes them to have
been given by a person authorized to give such instructions with respect to the
transaction involved.

                  With respect to telefax transmissions, the Fund hereby
acknowledges that(i) receipt of legible instructions cannot be assured, (ii) the
Administrator cannot verify that authorized signatures on telefax instructions
are original, and (iii) the Administrator shall not be responsible for losses or
expenses incurred through actions taken in reliance on such telefax
instructions. The Fund agrees that such telefax instructions shall be conclusive
evidence of the Fund's Proper Instruction to the Administrator to act or to omit
to act.

                  Proper Instructions given orally will be confirmed by written
instructions in the manner set forth above, including by telefax, but the lack
of such confirmation shall in no way affect any action taken by the
Administrator in reliance upon such oral instructions. The Fund authorizes the
Administrator to tape record any and all telephonic or other oral instructions
given to the Administrator by or on behalf of the Fund (including any of its
officers, Directors, Trustees, employees or agents or any investment manager or
adviser or person or entity with similar responsibilities which is authorized to
give Proper Instructions on behalf of the Fund to the Administrator.)

                  The Administrator may consult with its counsel or the Fund's
counsel in any case where so doing appears to the Administrator to be necessary
or desirable. The Administrator shall not be considered to have engaged in any
misconduct or to have acted negligently and shall be without liability in acting
upon the advice of its counsel or of the Fund's counsel.

                  The Administrator may consult with a certified public
accountant or the Fund's Treasurer in any case where so doing appears to the
Administrator to be necessary or desirable. The Administrator shall not be
considered to have engaged in any misconduct or to have acted negligently and
shall be without liability in acting upon the advice of such certified public
accountant or of the Fund's Treasurer.

TERMINATION OF AGREEMENT. This Agreement shall continue in full force and effect
until terminated by the Administrator or the Fund by an instrument in writing
delivered or


<PAGE>

mailed, postage prepaid, to the other party, such termination to take effect not
sooner than ninety (90) days after the date of such delivery or mailing. In the
event a termination notice is given by a party hereto, all expenses associated
with the movement of records and materials and the conversion thereof shall be
paid by the Fund for which services shall cease to be performed hereunder.

                  Notwithstanding anything in the foregoing provisions of this
clause, if it appears impracticable in the circumstances to effect an orderly
delivery of the necessary and appropriate records of the Administrator to a
successor within the time specified in the notice of termination as aforesaid,
the Administrator and the Fund agree that this Agreement shall remain in full
force and effect for such reasonable period as may be required to complete
necessary arrangements with a successor.

                  If a party hereto shall fail to perform its duties and
obligations hereunder (a "Defaulting Party") resulting in material loss to
another party("the "Non-Defaulting Party"), the Non-Defaulting Party may give
written notice thereof to the Defaulting Party, and if such material breach
shall not have been remedied within thirty (30) days after such written notice
is given, then the Non-Defaulting Party may terminate this Agreement by giving
thirty (30) days' written notice of such termination to the Defaulting Party. If
the Administrator is the Non-Defaulting Party, its termination of this Agreement
shall not constitute a waiver of any other rights or remedies of the
Administrator with respect to payment for services performed prior to such
termination or rights of the Administrator to be reimbursed for out-of-pocket
expenses. In all cases, termination by the Non-Defaulting Party shall not
constitute a waiver by the Non-Defaulting Party of any other rights it might
have under this Agreement or otherwise against the Defaulting Party.

                  This Section 9 shall survive any termination of this
Agreement, whether for cause or not for cause.

AMENDMENT OF THIS AGREEMENT. This Agreement constitutes the entire understanding
and agreement of the parties hereto with respect to the subject matter hereof.
No provision of this Agreement may be amended or terminated except by a
statement in writing signed by the party against which enforcement of the
amendment or termination is sought.

                  In connection with the operation of this Agreement, the Fund
and the Administrator may agree in writing from time to time on such provisions
interpretive of or in addition to the provisions of this Agreement as may in
their joint opinion be consistent with the general tenor of this Agreement. No
interpretive or additional provisions made as provided in the preceding sentence
shall be deemed to be an amendment of this Agreement.

                  In the event any provision of this Agreement is determined to
be void or unenforceable, such determination shall not affect the remainder of
this Agreement, which shall continue to be in force.

                  The section headings and the use of defined terms in the
singular or plural tenses in this Agreement are for the convenience of the
parties and in no way alter, amend, limit or restrict the contractual
obligations of the parties set forth in this Agreement.


<PAGE>

GOVERNING LAW. This Agreement shall be governed by and construed according to
the laws of the Commonwealth of Massachusetts without giving effect to conflicts
of laws principles.

NOTICES. Notices and other writings delivered or mailed postage prepaid to the
Fund addressed to the Fund at 153 East 53rd Street, New York, New York 10022 or
to such other address as the Fund may have designated to the Administrator in
writing, or to the Administrator at 40 Water Street, Boston, MA 02109,
Attention: Manager, Fund Administration Department, or to such other address as
the Administrator may have designated to the Fund in writing, shall be deemed to
have been properly delivered or given hereunder to the respective addressee.

BINDING EFFECT. This Agreement shall be binding upon and inure to the benefit of
the Fund and the Administrator and their respective successors and assigns,
provided that no party hereto may assign this Agreement or any of its rights or
obligations hereunder without the written consent of the other party.

COUNTERPARTS. This Agreement may be executed in any number of counterparts each
of which shall be deemed to be an original and which collectively shall be
deemed to constitute only one instrument. This Agreement shall become effective
when one or more counterparts have been signed and delivered by each of the
parties.

EXCLUSIVITY. The services furnished by the Administrator hereunder are not to be
deemed exclusive, and the Administrator shall be free to furnish similar
services to others.

AUTHORIZATION. The Fund hereby represents and warrants that the execution and
delivery of this Agreement have been authorized by the Fund's Board of Directors
or Trustees and that this Agreement has been signed by an authorized officer of
the Fund.


<PAGE>

                  IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed and delivered by their duly authorized officers as
of the date first written above.

BROWN BROTHERS HARRIMAN & CO.               each of the Management Investment
                                            Companies listed on the attached
                                            Appendix A



By:      /s/ Illegible                        By:  /s/ Hal Liebes
         -------------------                       -----------------------------

Name:                                         Name:   Hal Liebes
Title:                                        Title:  Senior Vice President


<PAGE>

                                   APPENDIX A

                                       TO

                 ADMINISTRATIVE AND ACCOUNTING AGENCY AGREEMENT

                          Dated as of February 27, 1999

The following is a list of Investment Companies for which the Administrator
shall serve under a Administrative and Accounting Agency Agreement dated as of
February 27, 1999 (the "Agreement"):

                              BEA INCOME FUND, INC.

                     BEA STRATEGIC GLOBAL INCOME FUND, INC.

IN WITNESS WHEREOF, each of the parties hereto has caused this Schedule to be
executed in its name and on behalf of each such Investment Company.

each of the Investment Companies                BROWN BROTHERS HARRIMAN & CO.
listed above



By:  /s/ Hal Liebes                          By:  /s/ Illegible
     ---------------------------                  ------------------------------

Name:  Hal Liebes                            Name:
Title: Senior Vice President                 Title:

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.13(D)
<SEQUENCE>5
<FILENAME>0005.txt
<DESCRIPTION>CREDIT AGREEMENT
<TEXT>


                                CREDIT AGREEMENT,
                            DATED AS OF JUNE 23, 1999
                                  BY AND AMONG
                            THE FUNDS NAMED THEREIN,
                            THE BANKS NAMED THEREIN,
                       DEUTSCHE BANK AG, NEW YORK BRANCH,
                            AS ADMINISTRATIVE AGENT,
                   BANK OF NOVA SCOTIA, AS SYNDICATION AGENT,
                    AND STATE STREET BANK AND TRUST COMPANY,
                               AS OPERATIONS AGENT

<PAGE>

                                TABLE OF CONTENTS

                                                                            PAGE

ARTICLE I.    DEFINITIONS; CONSTRUCTION........................................1

    Section 1.01.  Definitions.................................................1
    Section 1.02.  Accounting Terms and Determinations.........................8
    Section 1.03.  Other Definitional Terms....................................8

ARTICLE II.   COMMITTED LINE OF CREDIT.........................................8

    Section 2.01.  Commitment to Lend..........................................8
    Section 2.02.  Reduction or Termination of Commitment......................9
    Section 2.03.  Committed Credit Loan Accounts.............................10
    Section 2.04.  Requests for Committed Credit Loans........................10
    Section 2.05.  Repayment of Committed Credit Loans........................12

ARTICLE III.  SWING LINE OF CREDIT............................................12

    Section 3.01.  The Swing Line of Credit...................................12
    Section 3.02.  Swing Line Loan Account....................................13
    Section 3.03.  Requests for Swing Line Loans..............................13
    Section 3.04.  Repayment of Swing Line Loans..............................14
    Section 3.05.  Refunding of Swing Line Loans..............................14

ARTICLE IV.   CERTAIN COMMON PROVISIONS.......................................15

    Section 4.01.  Optional Prepayments; Certain Mandatory Prepayments........15
    Section 4.02.  Place and Mode of Payments; Computations...................16
    Section 4.03.  Interest...................................................18
    Section 4.04.  Overdue Principal and Interest.............................19
    Section 4.05.  Limitation on Interest.....................................19
    Section 4.06.  Withholding Tax Exemption..................................19
    Section 4.07.  Increased Capital Requirements.............................20
    Section 4.08.  Use of Proceeds............................................20
    Section 4.09.  Borrower Agents............................................21
    Section 4.10.  Take-out of Individual Banks...............................21
    Section 4.11.  Sharing of Payments; Etc...................................21

ARTICLE V.    FEES............................................................22

    Section 5.01.  Commitment Fees............................................22
    Section 5.02.  Operations Agent's Fee.....................................23
    Section 5.03.  Administrative Agent's Fee.................................23
    Section 5.04.  Allocation Fee.............................................23

ARTICLE VI.   CONDITIONS PRECEDENT............................................23

<PAGE>

    Section 6.01.  Conditions to Closing......................................23
    Section 6.02.  Conditions Precedent to All Loans..........................25

ARTICLE VII.  REPRESENTATIONS AND WARRANTIES..................................26

    Section 7.01.  Organization, Standing, Etc. of the Borrower...............26
    Section 7.02.  Financial Information; Disclosure; Etc.....................26
    Section 7.03.  Litigation; Etc............................................26
    Section 7.04.  Authorization; Compliance with Other Instruments...........27
    Section 7.05.  SEC Compliance; Etc........................................27
    Section 7.06.  Binding Effect.............................................27
    Section 7.07.  Governmental Consent.......................................27
    Section 7.08.  Regulation U; Etc..........................................27
    Section 7.09.  Relationship with Investment Adviser.......................28
    Section 7.10.  Relationship with Custodian................................28
    Section 7.11.  Investment Company Status..................................28
    Section 7.12.  Affiliated Persons.........................................28
    Section 7.13.  ERISA......................................................28
    Section 7.14.  Taxes......................................................28
    Section 7.15.  Good Title to Properties...................................28
    Section 7.16.  Subsidiaries...............................................28
    Section 7.17.  No Default.................................................28
    Section 7.18.  Year 2000 Compliance.......................................28
    Section 7.19.  Full Disclosure............................................29

ARTICLE VIII. AFFIRMATIVE COVENANTS...........................................29

    Section 8.01.  Financial Statements; Etc..................................29
    Section 8.02.  Legal Existence; Compliance with Laws; Etc.................30
    Section 8.03.  Further Assurances.........................................31
    Section 8.04.  Investment Company Status..................................31
    Section 8.05.  Use of Proceeds............................................31
    Section 8.06.  Insurance..................................................31

ARTICLE IX.   NEGATIVE COVENANTS..............................................32

    Section 9.01.  Asset Coverage.............................................32
    Section 9.02.  Indebtedness...............................................32
    Section 9.03.  Mortgages; Liens; Etc......................................33
    Section 9.04.  Change of Investment Objectives, Etc.......................33

ARTICLE X.    DEFAULTS; REMEDIES..............................................33

    Section 10.01.  Events of Default; Acceleration...........................33
    Section 10.02.  Remedies on Default; Etc..................................36

ARTICLE XI.   SETOFFS; ETC....................................................36


                                       ii
<PAGE>

ARTICLE XII.  THE OPERATIONS AGENT AND RELATIONS AMONG THE BANKS..............37

    Section 12.01.  Appointment of Operations Agent; Powers and Immunities....37
    Section 12.02.  Reliance by Operations Agent..............................37
    Section 12.03.  Indemnification...........................................37
    Section 12.04.  Documents.................................................38
    Section 12.05.  Non-Reliance on Operations Agent and Other Banks..........38
    Section 12.06.  Resignation or Removal of Operations Agent................38
    Section 12.07.  Delinquent Banks..........................................38

ARTICLE XIII. ADDITIONAL BORROWERS............................................39


ARTICLE XIV.  TERM AND TERMINATION............................................39

    Section 14.01.  Term and Termination of Agreement.........................39
    Section 14.02.  Termination as to a Borrower..............................40

ARTICLE XV.   PROVISIONS OF GENERAL APPLICATION...............................42

    Section 15.01.  Expenses..................................................42
    Section 15.02.  Amendments and Waivers; Etc...............................43
    Section 15.03.  Nature of Obligations.....................................44
    Section 15.04.  Notices...................................................44
    Section 15.05.  Calculations; Etc.........................................45
    Section 15.06.  Survival of Covenants; Etc................................45
    Section 15.07.  Parties in Interest; Assignments; Participations..........45
    Section 15.08.  Counterparts; Etc.........................................46
    Section 15.09.  Entire Agreement; Etc.....................................46
    Section 15.10.  Severability..............................................47
    Section 15.11.  Governing Law; Jurisdiction; Waiver.......................47
    Section 15.12.  Indemnification...........................................47
    Section 15.13.  Miscellaneous.............................................48
    Section 15.14.  Confidentiality...........................................48

ARTICLE XVI.  LIMITATION OF LIABILITY.........................................48





                                      iii
<PAGE>

                             SCHEDULES AND EXHIBITS

Schedule 1        List of Eligible Borrowers
Schedule 2        Banks; Addresses; Facility Percentages
Schedule 7.03     Litigation; Etc.

Exhibit A         Borrowing Request (Committed Credit Loans)
Exhibit B         Borrowing Request (Swing Line Loans)
Exhibit C         Repayment Notice (Committed Credit Loans)
Exhibit D         Repayment Notice (Swing Line Loans)
Exhibit E         Daily Valuation Report
Exhibit F         Form for Additional Borrower
Exhibit G         Form of Opinion of Counsel
Exhibit H         Form of Assignment and Acceptance




                                       iv
<PAGE>

                                CREDIT AGREEMENT

      CREDIT AGREEMENT dated as of June 23, 1999, by and among each investment
management company listed on SCHEDULE 1 attached hereto, on behalf of itself and
its respective investment portfolios identified thereon, severally and not
jointly, as said SCHEDULE 1 may be revised from time to time; the Banks listed
on SCHEDULE 2 attached hereto, as revised from time to time (collectively, and
together with State Street Bank and Trust Company, in its capacity as Swing Line
Lender, the "BANKS" and each individually a "BANK"); Deutsche Bank AG, New York
Branch, not individually but in its capacity as administrative agent for the
Banks hereunder (in such capacity, the "ADMINISTRATIVE AGENT"); Bank of Nova
Scotia, not individually but in its capacity as syndication agent for the Banks
hereunder (in such capacity, the "SYNDICATION AGENT"); and State Street Bank and
Trust Company, not individually but in its separate capacity as operations agent
for the Banks hereunder (in such capacity, the "OPERATIONS AGENT").

      The parties hereto hereby agree as follows:

                      ARTICLE I. DEFINITIONS; CONSTRUCTION

      Section 1.01.  DEFINITIONS. As used herein, the following terms shall have
the meanings herein specified (to be equally applicable to both the singular and
plural forms of the terms defined):

      "ACM" shall mean Abbott Capital Management, LLC, a Delaware limited
liability company.

      "ADMINISTRATIVE AGENT" shall have the meaning specified in the preamble
hereof.

      "AFFILIATE" shall mean, as applied to any Person, a spouse or relative of
such Person, any member, director or officer of such Person, any corporation,
association, firm or other entity of which such Person is a member, director or
officer, and any other Person directly or indirectly controlling, controlled by
or under direct or indirect common control with such Person.

      "AGENTS" shall mean, collectively, the Administrative Agent, the
Syndication Agent and the Operations Agent.

      "AGREEMENT" shall mean this Credit Agreement, including the Schedules and
Exhibits annexed hereto, as amended, supplemented or modified from time to time
in accordance with its terms.

      "ALLOCATION FEE" shall have the meaning specified in Section 5.04 hereof.

      "ARRANGING FEE" shall have the meaning specified in Section 5.03 hereof.

      "AUTHORIZED OFFICER" shall mean the Chairman of the Board, President, any
Vice President, Treasurer, Assistant Treasurer, Secretary or Assistant Secretary
of a Borrower, or any other Person designated from time to time by any of the
foregoing.

      "BANK" or "BANKS" shall have the respective meanings specified in the
preamble hereof.

<PAGE>

      "BANKING DAY" shall mean any day excluding Saturday and Sunday and
excluding any other day which shall be in Boston, Massachusetts, or New York,
New York, a legal holiday or a day on which banking institutions are authorized
by law to close.

      "BOARD" shall mean the Board of Governors of the Federal Reserve System of
the United States.

      "BORROWER" shall mean any Fund Borrower or Portfolio Borrower; and
"BORROWERS" shall mean, collectively, all Fund Borrowers and Portfolio
Borrowers.

      "BORROWER AGENT" or "BORROWER AGENTS" shall have the respective meanings
specified in Section 4.09 hereof.

      "BORROWING BASE" shall have the meaning specified in Section 9.01 hereof.

      "BORROWING REQUEST" shall mean any Request for Committed Credit Loan or
Request for Swing Line Loan; and "BORROWING REQUESTS" shall mean, collectively,
all Requests for Committed Credit Loans and Requests for Swing Line Loans.

      "BBH&CO" shall mean Brown Brothers Harriman & Company, a New York general
partnership.

      "COMMITMENT" shall mean, with respect to each Bank, such Bank's obligation
to make Committed Credit Loans in an aggregate amount not exceeding such Bank's
Facility Percentage of the Maximum Committed Credit Amount; and "COMMITMENTS"
means the aggregate Commitments of all the Banks.

      "COMMITMENT FEE" shall have the meaning specified in Section 5.01 hereof.

      "COMMITTED CREDIT LOAN" shall mean any loan made or to be made to the
Borrowers as contemplated by Article II hereof.

      "COMMITTED CREDIT LOAN ACCOUNT" shall have the meaning specified in
Section 2.03 hereof.

      "CONTROLLED GROUP" shall mean all members of a controlled group of
corporations and all trades or businesses (whether or not incorporated) under
common control which, together with Borrower, are treated as a single employer
under Section 414 of the Internal Revenue Code.

      "CREDIT SUISSE ASSET MANAGEMENT" shall mean Credit Suisse Asset
Management, a New York general partnership, or its proposed successor, Credit
Suisse Asset Management LLC, a Delaware limited liability company.

      "CUSTODIAN" shall mean the entity which acts as the custodian of the
securities of the Borrowers, or any one or more of the Borrowers, for purposes
of Section 17(f) of the Investment Company Act.

      "CTC" shall mean Custodial Trust Company, a New Jersey corporation.


                                      -2-
<PAGE>

      "DAILY VALUATION REPORT" shall have the meaning specified in
Section 8.01(d) hereof.

      "DEFAULT" shall mean an Event of Default or any condition or event which,
with notice or lapse of time, or both, would constitute an Event of Default.

      "DELINQUENT BANK" shall have the meaning specified in Section 12.07
hereof.

      "DOMESTIC FUND" shall mean any Borrower designated as such on SCHEDULE 1
annexed hereto, which designation shall be concurred in by the Agents.

      "ERISA" shall mean the Employment Retirement Income Security Act of 1974,
as amended, and the rules and regulations promulgated thereunder.

      "EVENT OF DEFAULT" shall have the meaning specified in Section 10.01
hereof.

      "EXPIRATION DATE" shall have the meaning specified in Section 14.01
hereof.

      "FACILITY PERCENTAGE" shall mean, with respect to each Bank, the
percentage figure set forth underneath such Bank's name in SCHEDULE 2 annexed
hereto.

      "FDIC" shall mean the Federal Deposit Insurance Corporation.

      "FEDERAL FUNDS EFFECTIVE RATE" shall mean, at the relevant time of
reference thereto, the rate that appears on the telerate page 5 as quoted by
Garvin Guy Butler, as of 12:00 noon (New York time), as the "Federal Funds
Offered Rate", or, if unavailable, by any other federal funds broker of
recognized standing as determined by the Operations Agent.

      "FEDERAL FUNDS RATE" shall mean, at the relevant time of reference
thereto, one-half of one percentage point (0.500%) over the Federal Funds
Effective Rate.

      "FINANCIAL CONTRACTS" shall mean option contracts, futures contracts,
options on futures contracts, forward foreign currency exchange contracts,
options on foreign currencies, repurchase agreements, reverse repurchase
agreements, securities lending agreements, interest rate swaps, currency swaps
and all other types of swap agreements and related transactions (including,
without limitation, caps, floors and collars), when-issued securities, short
sales and other similar arrangements.

      "FUND" shall mean any investment management company listed on SCHEDULE 1
attached hereto, as revised from time to time, which term shall include any
other investment management company that may become a party to this Agreement as
provided in Article XIII hereof; and "FUNDS" shall mean, collectively, all of
the Funds.

      "FUND BORROWER" shall mean each Fund that borrows money hereunder for its
own account and not for the account of one of its Portfolios; and "FUND
BORROWERS" shall mean, collectively, all of the Fund Borrowers.

      "GAAP" shall mean generally accepted accounting principles as set forth in
the opinions and pronouncements of the Accounting Principles Board of the
American Institute of Certified


                                      -3-
<PAGE>

Public Accountants and statements and pronouncements of the Financial Accounting
Standards Board.

      "INDEBTEDNESS" shall mean, as applied to any Person, all obligations,
contingent and otherwise, which, in accordance with generally accepted
accounting principles, should be classified upon the Person's balance sheet as
liabilities, or to which reference should be made by footnotes thereto,
including, without limitation, in any event and whether or not so classified:
(i) all debt and similar monetary obligations, whether direct or indirect; (ii)
all liabilities secured by any mortgage, pledge, security interest, lien, charge
or other encumbrance existing on property owned or acquired subject thereto, or
with respect to which assets of the Person have been segregated, whether or not
the liability secured thereby shall have been assumed, including, without
limitation, any cash or securities held or otherwise pledged as collateral in
connection with any short sales transactions; and (iii) all guaranties,
endorsements and other contingent obligations, whether direct or indirect, in
respect of Indebtedness of others, including any obligation to supply funds to
or in any manner to invest in, directly or indirectly, the debtor (whether by
way of loan, stock purchase, capital contribution or otherwise), to purchase
Indebtedness, or to assure the owner of Indebtedness against loss, through an
agreement to purchase goods, supplies or services for the purpose of enabling
the debtor to make payment of the Indebtedness held by such owner or otherwise,
and the obligations to reimburse the issuer of any letters of credit.

      "INTERNAL REVENUE CODE" shall mean the Internal Revenue Code of 1986, as
amended and in effect from time to time, or any successor statute.

      "INTERNATIONAL FUND" shall mean any Borrower designated as such on
SCHEDULE 1 annexed hereto (which designation shall be concurred in by the
Agents), and including any Borrower determined to be an international fund, a
region-specific (other than within the United States of America) fund or a
single-country (other than the United States of America) fund.

      "INVESTMENT ADVISER" shall mean any Person serving as an investment
adviser, as defined in the Investment Company Act, to an Investment Company or
Portfolio.

      "INVESTMENT COMPANY" shall mean any Person registered as an investment
management company under the Investment Company Act.

      "INVESTMENT COMPANY ACT" shall mean the Investment Company Act of 1940, as
amended, including all rules and regulations promulgated thereunder.

      "LIENS" shall have the meaning specified in Section 9.03 hereof.

      "LOAN" shall mean any Committed Credit Loan or Swing Line Loan; and
"LOANS" shall mean, collectively, all Committed Credit Loans and Swing Line
Loans.

      "LOAN DOCUMENTS" shall mean, collectively, this Agreement and all other
agreements, instruments, documents and certificates now and hereafter executed
and/or delivered pursuant hereto or thereto.


                                      -4-
<PAGE>

      "MAJORITY BANKS" shall mean, at any particular time, those Banks the sum
of whose then outstanding Committed Credit Loans to the Borrowers aggregate to
at least 51% of the aggregate of all such outstanding Committed Credit Loans or,
if no Committed Credit Loans are then outstanding, the sum of whose Facility
Percentages aggregate to at least 51% of the Maximum Committed Credit Amount.

      "MATERIAL ADVERSE EFFECT" shall mean, with respect to any Borrower, a
material adverse effect on the business, assets, operations, prospects or
condition (financial or otherwise) of such Borrower or on the ability of such
Borrower to perform its obligations under this Agreement.

      "MAXIMUM COMMITTED CREDIT AMOUNT" shall mean the maximum amount of the
Banks' commitments to make Committed Credit Loans to the Borrowers hereunder,
which in the first instance shall be $250,000,000, as the same may be reduced
from time to time pursuant to Section 2.02 hereof.

      "MAXIMUM CREDIT AMOUNT" shall mean the maximum amount of credit available
to the Borrowers hereunder, which in the first instance shall be $250,000,000.

      "MULTIEMPLOYER PLAN" shall mean, at any time, an employee pension benefit
plan within the meaning of Section 4001(a)(3) of ERISA to which a Borrower or
any member of the Controlled Group is then making or accruing an obligation to
make contributions or has within the preceding five plan years made
contributions, including for these purposes any Person which ceased to be a
member of the Controlled Group during such five year period.

      "NET ASSETS" shall mean, as applied to any Borrower, the value of the
Total Assets of such Borrower, less all liabilities and Indebtedness other
than Loans outstanding hereunder. For purposes of this definition the value
of a Borrower's portfolio securities shall be the value of such securities as
determined from time to time in a manner consistent with that used by such
Borrower for reporting purposes in accordance with regulatory requirements.

      "OFFICERS' CERTIFICATE" shall have the meaning specified in
Section 6.01(e) hereof.

      "OPERATIONS AGENT" shall have the meaning specified in the preamble
hereof.

      "OPERATIONS AGENT'S FEE" shall have the meaning specified in Section 5.02
hereof.

      "PBGC" shall mean the Pension Benefit Guaranty Corporation or any entity
succeeding to any or all of its functions under ERISA.

      "PERSON" shall mean a corporation, an association, a trust (or series of a
trust), a partnership, a limited liability company, a limited liability
partnership, a joint venture, an organization, a business, an individual, a
government or political subdivision thereof or a governmental agency.

      "PFPC TRUST" shall mean PFPC Trust Company, a limited purpose trust
company organized under the laws of the State of Delaware.


                                      -5-
<PAGE>

      "PLAN" shall mean any employee pension benefit plan which is covered by
Title IV of ERISA or subject to minimum funding standards under Section 412 of
the Internal Revenue Code and is either (a) maintained by a Borrower or any
member of the Controlled Group for employees of a Borrower or any member of the
Controlled Group or (b) maintained pursuant to a collective bargaining agreement
or any other arrangement under which more than one employer makes contributions
and to which a Borrower or any member of the Controlled Group is then making or
accruing an obligation to make contributions or has within the preceding five
plan years made contributions.

      "PORTFOLIO" shall mean an investment portfolio of an Investment Company.

      "PORTFOLIO BORROWER" shall mean any Portfolio of a Fund on whose behalf
Loans are requested hereunder, which term shall include any other Portfolio that
is added as a Borrower hereunder as provided in Article XIII hereof; and
"PORTFOLIO BORROWERS" shall mean, collectively, all Portfolio Borrowers.

      "PROSPECTUS" shall mean, as applicable, (i) the currently effective
prospectus and statement of additional information delivered to purchasers of
Shares of a Borrower, which is an open-end Investment Company (or a Portfolio
thereof), pursuant to the Securities Act of 1933, as amended, or (ii) the
Registration Statement of a Borrower that is a closed-end Investment Company.

      "REFUNDED SWING LINE LOAN" shall have the meaning specified in Section
3.05(a) hereof.

      "REGISTRATION STATEMENT" shall mean the Registration Statement on Form
N-2, or any successor form, of a Borrower that is a closed-end Investment
Company, as amended by any amendment most recently filed with the SEC, including
such Borrower's investment objectives and fundamental investment policies and
restrictions as may be set forth therein or as such investment objectives and
fundamental investment policies and restrictions are set forth in a subsequent
vote adopted by the Shareholders of such Borrower.

      "REGULATION U" shall mean Regulation U of the Board of Governors of the
Federal Reserve System, as in effect from time to time.

      "RENEWAL NOTICE" shall have the meaning specified in Section 14.01 hereof.

      "REQUEST FOR COMMITTED CREDIT LOAN" shall have the meaning specified in
Section 2.04(a) hereof.

      "REQUEST FOR SWING LINE LOAN" shall have the meaning specified in
Section 3.03(a) hereof.

      "RESTRICTED FUND" shall mean any Borrower designated as such on SCHEDULE 1
annexed hereto, which designation shall be concurred in by the Agents.

      "SEC" shall mean the Securities and Exchange Commission.


                                      -6-
<PAGE>

      "SHARES" shall mean the securities representing beneficial or equity
interests in a Borrower.

      "SHAREHOLDERS" shall mean the owners of Shares of a Borrower.

      "SPECIFIED PERCENTAGE" shall mean, with respect to any Borrower, the
percentage set forth on SCHEDULE 1 annexed hereto, or such other percentage that
the Borrower Agent may, from time to time, specify to the Operations Agent in
writing; PROVIDED that the aggregate of all such percentages shall at all times
equal one hundred percent (100%).

      "STATE STREET BANK" shall mean State Street Bank and Trust Company, a
trust company chartered under the laws of The Commonwealth of Massachusetts.

      "SUBSIDIARY" of any Person shall mean a corporation of which a majority of
the outstanding shares of stock of each class having ordinary voting power is
owned by such Person, by one or more Subsidiaries of such Person, or by such
Person and one or more of its Subsidiaries.

      "SWING LINE AMOUNT" shall mean the maximum amount of Swing Line Loans made
or to be made by the Swing Line Lender to the Borrowers hereunder, which shall
be $50,000,000.

      "SWING LINE LENDER" shall mean State Street Bank.

      "SWING LINE LOAN" shall mean any Loan made or to be made to the Borrowers
by the Swing Line Lender as contemplated by Section 3.01 hereof.

      "SWING LINE LOAN ACCOUNT" shall have the meaning specified in Section 3.02
hereof.

      "SWING LINE PARTICIPATION AMOUNT" shall have the meaning specified in
Section 3.05(b) hereof.

      "SYNDICATION AGENT" shall have the meaning specified in the preamble
hereof.

      "TOTAL ASSETS" shall mean, as applied to any Borrower, the value of the
total assets of such Borrower. For purposes of this definition the value of a
Borrower's portfolio securities shall be the value of such securities as
determined from time to time in a manner consistent with that used by such
Borrower for reporting purposes in accordance with regulatory requirements,
including the Investment Company Act.

      "UNFUNDED LIABILITIES" shall mean, with respect to any Plan, at any time,
the amount (if any) by which (a) the present value of all benefits under such
Plan exceeds (b) the fair market value of all Plan assets allocable to such
benefits, all determined as of the then most recent valuation date for such
Plan, but only to the extent that such excess represents a potential liability
of a Borrower or any member of the Controlled Group to the PBGC or such Plan
under Title IV of ERISA.

      "UNREFUNDED SWING LINE LOANS" shall have the meaning specified in
Section 3.05(b) hereof.


                                      -7-
<PAGE>

      "WARBURG PINCUS ASSET MANAGEMENT" shall means Warburg Pincus Asset
Management, Inc.

      "YEAR 2000 PROBLEM" shall have the meaning specified in Section 7.18
hereof.

      Section 1.02.  ACCOUNTING TERMS AND DETERMINATIONS. Unless otherwise
defined or specified herein, all accounting terms shall be construed herein, all
accounting determinations hereunder shall be made, all financial statements
required to be delivered hereunder shall be prepared and all financial records
shall be maintained in accordance with GAAP.

      Section 1.03.  Other Definitional Terms.

           (a)   The words "hereof", "herein" and "hereunder" and words of
similar import when used in this Agreement shall refer to this Agreement as a
whole and not to any particular provision of this Agreement, and Article,
section, schedule, exhibit and like references are to this Agreement unless
otherwise specified.

           (b)   Each reference herein to a particular Person shall include a
reference to such Person's successors and permitted assigns.

           (c)   Any defined term which relates to a document, instrument or
agreement shall include within its definition any amendments, modifications,
renewals, restatements, extensions, supplements or substitutions which may have
been heretofore or may be hereafter executed in accordance with the terms hereof
and thereof.

                      ARTICLE II. COMMITTED LINE OF CREDIT

      Section 2.01.  COMMITMENT TO LEND. Subject to the terms and conditions set
forth in this Agreement, each Bank severally agrees to make Committed Credit
Loans to each Borrower from time to time on any Banking Day during the period
from the date hereof to but not including the Expiration Date, as may be
requested by such Borrower in accordance with Section 2.04 hereof, in an
aggregate amount not to exceed at any one time outstanding the amount of such
Bank's Commitment. Each Committed Credit Loan made by the Banks to a Borrower
hereunder shall be in an amount of $1,000,000 or an integral multiple thereof;
PROVIDED that (i) at no time shall any Bank be obligated to fund or maintain
Committed Credit Loans in excess of such Bank's Commitment; (ii) at no time
shall State Street Bank be obligated to fund or maintain Committed Credit Loans
to the extent that the principal amount of such Committed Credit Loans, together
with the aggregate principal amount of Swing Line Loans outstanding to the
Borrowers hereunder, exceeds State Street Bank's Commitment; (iii) at no time
shall the aggregate outstanding principal amount of all Committed Credit Loans
made to the Borrowers hereunder exceed the Maximum Committed Credit Amount; (iv)
at no time shall the aggregate outstanding principal amount of all Loans made to
the Borrowers hereunder exceed the Maximum Credit Amount; and (v) at no time
shall the aggregate outstanding principal amount of all Loans made to any
Borrower hereunder exceed such Borrower's Borrowing Base. Each request for a
Committed Credit Loan by a Borrower shall constitute a representation by such
Borrower that the conditions set forth in Section 6.02 hereof have been
satisfied on the date of such request. Within the limits of the provisions of
this Section 2.01, each Borrower may borrow, prepay pursuant to Section 4.01,
and reborrow under this Section 2.01.


                                      -8-
<PAGE>

      Section 2.02.  REDUCTION OR TERMINATION OF COMMITMENT.

           (a)   The Borrowers, acting through their respective Borrower Agents,
may at any time prior to the Expiration Date, (i) terminate the Commitments in
full by (A) giving at least three (3) Banking Days' written notice thereof to
the Operations Agent (with sufficient copies for itself and the other Banks),
and (B) repaying, or causing to be repaid, in full the Loans and any other
obligations of the Borrowers hereunder, including, without limitation, accrued
and unpaid interest on the Loans, the accrued and unpaid Commitment Fees, and
all other fees and expenses provided for herein; or (ii) reduce the Maximum
Committed Credit Amount, in part, by an amount not less than $10,000,000 or in
multiples of $5,000,000 thereafter by (A) giving at least three (3) Banking
Days' written notice thereof to the Operations Agent (with sufficient copies for
itself and the other Banks), and (B) repaying the amount, if any, by which the
aggregate unpaid principal amount of the Committed Credit Loans exceeds the then
reduced Maximum Committed Credit Amount, together with the Commitment Fees
accrued with respect to the amount of such reduction to the date of such
reduction. Any such partial reduction of the Maximum Committed Credit Amount
shall also effect a like reduction in the Maximum Credit Amount and, to the
extent that the Maximum Committed Credit Amount is reduced to an amount less
than the Swing Line Amount, a like reduction in the Swing Line Amount. Upon the
termination of the Commitments pursuant to this Section 2.02(a), this Agreement
shall terminate and be of no further force and effect, except as otherwise
provided hereinabove, and except for the indemnification obligations of the
Borrowers hereunder with respect to Loans made by, or other actions taken by,
the Banks or the Operations Agent to, or in respect of, the Borrowers prior to
the effective date of such termination, and except for the obligations, if any,
of the Banks for the reimbursement to a Borrower of recovered costs under
Section 5.01(c) hereof. No termination of the Commitments or reduction of the
Maximum Committed Credit Amount by the Borrowers shall be subject to
reinstatement.

           (b)   In addition to the provisions of paragraph (a) of this Section
2.02, any Borrower (other than a Borrower, if any, which shall be the sole
remaining Borrower hereunder), acting through its Borrower Agent, may terminate
its participation in this Agreement and withdraw as a party hereto by (A) giving
at least three (3) Banking Days' written notice thereof to the Operations Agent
(with sufficient copies for itself and the other Banks), accompanied by a
revised SCHEDULE 1 in accordance with Section 4.09 reflecting the withdrawal of
such Borrower, and (B) repaying in full the Loans and any other obligations of
such Borrower hereunder, including, without limitation, accrued and unpaid
interest on the Loans, the accrued and unpaid Commitment Fees, and all other
fees and expenses provided for herein to be paid by such Borrower. Upon the
effective date of such termination, the Banks' obligations to make Committed
Credit Loans to such Borrower hereunder shall terminate, such Borrower shall
cease to be a party to this Agreement and this Agreement shall be of no further
force and effect as to such Borrower, except as otherwise provided hereinabove,
and except for the indemnification obligations of such Borrower hereunder with
respect to Loans made by, or other actions taken by, the Banks or the Operations
Agent to, or in respect of, such Borrower prior to the effective date of such
termination, and except for the rights of such Borrower pursuant to Section
5.01(c) to be reimbursed costs, if any, recovered by the Banks. This Agreement
(including the Commitments) shall otherwise remain in full force and effect as
to all other Borrowers.


                                      -9-
<PAGE>

           (c)   Subject to the foregoing and to the provisions of Articles X
and XIV hereof, the Commitments shall terminate in full on and as of the
Expiration Date. Upon such termination, each Borrower, severally and not
jointly, promises to pay, and there shall become absolutely due and payable on
the Expiration Date, the principal amount of all Loans outstanding to such
Borrower on such date, together with any and all accrued and unpaid interest
thereon and fees and other amounts due hereunder. Except as otherwise provided
in this Section 2.02, the Borrowers shall not have the right to reduce or
terminate the Commitments.

      Section 2.03.  COMMITTED CREDIT LOAN ACCOUNTS. Each Bank will open and
maintain a loan account (each a "COMMITTED CREDIT LOAN ACCOUNT") on its books in
the name of each Borrower with respect to such Bank's Committed Credit Loans to
such Borrower. Each Committed Credit Loan made by a Bank will be debited, and
each payment or prepayment on account thereof will be credited, to the Committed
Credit Loan Account maintained by such Bank; PROVIDED that the failure of any
Bank to record such amounts in its Committed Credit Loan Account shall not
affect the obligations of any Borrower hereunder with respect thereto. The
Operations Agent shall maintain a record of amounts owing with respect to each
Committed Credit Loan Account, which record shall be considered, absent manifest
error, PRIMA FACIE evidence of the matters noted therein; PROVIDED that the
failure of the Operations Agent to maintain such record shall not affect or
impair the validity or binding nature of any Committed Credit Loan Account.

      Section 2.04.  REQUESTS FOR COMMITTED CREDIT LOANS.

           (a)   Each request by a Borrower for a Committed Credit Loan (each a
"REQUEST FOR COMMITTED CREDIT LOAN") shall be made by notice to the Operations
Agent from the Borrower Agent for such Borrower not later than 1:00 p.m. (Boston
time) on the day of the proposed borrowing. The Operations Agent shall give each
Bank prompt notice of the Operations Agent's receipt of any Request for
Committed Credit Loan. Each Request for Committed Credit Loan shall be in
writing in the form of EXHIBIT A hereto, or made by telephonic communication
confirmed not later than 1:30 p.m. (Boston time) the same day by telecopy or
other facsimile transmission in the form of EXHIBIT A. The Operations Agent may
rely upon any telephonic Request for Committed Credit Loan which it reasonably
believes is made by a Borrower Agent; PROVIDED that the Operations Agent shall
not advance any Committed Credit Loan unless the Operations Agent shall have
received confirmation of such telephonic Request for Committed Credit Loan in
the manner set forth above. Each Borrower severally agrees to indemnify and hold
the Operations Agent and each Bank harmless for any reasonable action taken,
including, without limitation, the making of Committed Credit Loans hereunder to
such Borrower, or loss or expense incurred, by the Operations Agent or any Bank
in good faith reliance upon such telephonic Request for Committed Credit Loan;
PROVIDED that no Borrower shall be liable for any such action, loss or expense
to the extent that the same shall result from the gross negligence or willful
misconduct of the Operations Agent or a Bank, as applicable. At the time the
initial Request for Committed Credit Loan is made under this Section 2.04(a),
each Borrower shall have provided the Operations Agent and the Banks with an
Officer's Certificate as required by Section 6.01(e). Each Borrower hereby
agrees that (i) the Operations Agent and each Bank shall be entitled to rely
upon the Officer's Certificate in its possession until it is superseded by a
more recent Officer's Certificate, and (ii) each Request for Committed Credit
Loan submitted by a Borrower shall (A) obligate such Borrower to borrow the


                                      -10-
<PAGE>

principal amount of the Committed Credit Loan requested thereby, and (B)
constitute a representation and warranty by such Borrower to the Operations
Agent and the Banks that the Committed Credit Loan requested thereby (1) is
permitted under such Borrower's Prospectus, (2) will not, when made, cause the
aggregate Indebtedness of such Borrower in respect of Loans to exceed such
Borrower's Borrowing Base, (3) will not, when made, cause the aggregate
Indebtedness of the Borrowers to the Banks in respect of Committed Credit Loans
to exceed the Maximum Committed Credit Amount, (4) will not, when made, cause
the aggregate Indebtedness of the Borrowers to State Street Bank in respect of
Committed Credit Loans and Swing Line Loans to exceed State Street Bank's
Commitment, (5) will not, when made, cause the aggregate Indebtedness of the
Borrowers to the Banks in respect of Loans to exceed the Maximum Credit Amount,
and (6) will be used by the Borrower only in accordance with the provisions of
Section 4.08 hereof.

           (b)   Subject to the terms and conditions of this Agreement, each
Bank shall, as soon as practicable on the date of a proposed borrowing, and in
no event later than 3:00 p.m. (Boston time) on such date, make available to the
Operations Agent, at the Operations Agent's address referred to in Section 15.04
hereof and in immediately available funds, such Bank's ratable portion of the
Committed Credit Loan requested. After the Operations Agent's receipt of such
funds and upon fulfillment of the applicable conditions set forth in Article VI
hereof, the Operations Agent will wire or otherwise remit the proceeds of the
Committed Credit Loan in immediately available funds to the account of the
Borrower making such Request for Committed Credit Loan specified in such
Borrower's standing instructions set forth in SCHEDULE 1 hereto not later than
the close of business on the date of such Request for Committed Credit Loan.

           (c)   A Request for Committed Credit Loan shall be irrevocable and
binding on the Borrower making such Request for Committed Credit Loan, and if
the Committed Credit Loan requested is not borrowed on the date specified
therein, such Borrower shall indemnify each Bank and the Operations Agent
against any loss or expense (excluding lost profits) reasonably incurred by such
Bank or Operations Agent by reason of the liquidation or reemployment of
deposits or other funds acquired by such Bank or Operations Agent to fund or
maintain the Committed Credit Loan.

           (d)   Unless the Operations Agent shall have received notice from a
Bank prior to the time of any borrowing that such Bank will not make available
to the Operations Agent its ratable portion of the Committed Credit Loan, the
Operations Agent may assume that such Bank has made such portion available to
the Operations Agent on the date of such borrowing in accordance with and as
provided in Section 2.04(b). The Operations Agent may, in reliance upon such
assumption, make available on such date a corresponding amount to the Borrower
on whose behalf the Request for Committed Credit Loan was made. If, and to the
extent, a Bank shall not have made its ratable portion available to the
Operations Agent, and the Operations Agent shall have made available the
corresponding amount to the Borrower, such Bank agrees to pay the same to the
Operations Agent forthwith on demand, and if such Bank shall fail to do so, the
Borrower agrees, subject to Section 2.04(e), to repay such amount to the
Operations Agent, within two (2) Banking Days after demand, together with
interest thereon at the applicable interest rate for each day from the date the
Operations Agent shall have made such amount available to the Borrower until the
date such amount is paid or repaid to the Operations Agent. If, in the
alternative, the Bank in question shall pay to the Operations Agent the
corresponding


                                      -11-
<PAGE>

amount, the amount so paid shall constitute such Bank's Committed Credit Loan as
part of the requested borrowing for purposes of this Agreement from the date of
such payment to the Operations Agent.

           (e)   The failure of any Bank to make the Committed Credit Loans to
be made by it as part of any borrowing shall not relieve any other Bank of its
obligation, if any, hereunder to make its Committed Credit Loans on the date of
such borrowing, but no Bank shall be responsible for the failure of any other
Bank to make the Committed Credit Loan to be made by such other Bank on the date
of any borrowing. Notwithstanding the foregoing, in the event that a Bank fails
to make available to the Operations Agent its ratable portion of a Committed
Credit Loan pursuant to Section 2.04(b), State Street Bank and Deutsche Bank AG,
New York Branch, severally and not jointly, agree to make available to the
requesting Borrower the amount of any such shortfall as a Committed Credit Loan
hereunder; PROVIDED that neither State Street Bank nor Deutsche Bank AG, New
York Branch shall be required to make such additional Committed Credit Loans to
the extent that the amount thereof, together with all other outstanding
Committed Credit Loans (and, in the case of State Street Bank, all outstanding
Swing Line Loans) made by such Bank exceeds such Bank's Commitment.

      Section 2.05.  REPAYMENT OF COMMITTED CREDIT LOANS.

           (a)   Each Borrower hereby absolutely and unconditionally, severally
and not jointly, promises to pay to the Operations Agent for the account of and
in trust for each of the Banks, and each Committed Credit Loan made to such
Borrower shall mature and the principal amount thereof become due and payable in
full, on the earlier to occur of (i) sixty (60) calendar days after the date
such Committed Credit Loan is made and (ii) the Expiration Date.

           (b)   Subject to the foregoing provisions of this Section 2.05, a
Borrower may apply all or any portion of the proceeds of any Committed Credit
Loan made to such Borrower to the repayment of any unpaid principal amount of
any other Loan then outstanding to such Borrower; PROVIDED that no Borrower
shall have Loans outstanding hereunder on more than sixty (60) consecutive
calendar days.

                       ARTICLE III. SWING LINE OF CREDIT

      Section 3.01.  THE SWING LINE OF CREDIT. Subject to the terms and
conditions set forth in this Agreement, the Swing Line Lender agrees to make
available to the Borrowers a line of credit pursuant to which the Swing Line
Lender, in its sole discretion, may make Swing Line Loans to each Borrower from
time to time on any Banking Day during the period from the date hereof to but
not including the Expiration Date, as may be requested by such Borrower in
accordance with Section 3.03 hereof. At no time shall (i) the aggregate
outstanding principal amount of all Swing Line Loans made to the Borrowers
hereunder exceed the Swing Line Amount, or (ii) the aggregate outstanding
principal amount of all Swing Line Loans made to the Borrowers hereunder PLUS
the aggregate outstanding principal amount of all Committed Credit Loans made to
the Borrowers by State Street Bank hereunder exceed State Street Bank's
Commitment, or (iii) the aggregate outstanding principal amount of all Loans
made to the Borrowers hereunder exceed the Maximum Credit Amount, or (iv) the
aggregate outstanding principal amount of all Loans made to any Borrower
hereunder exceed such Borrower's


                                      -12-
<PAGE>

Borrowing Base. Although it shall be within the sole discretion of the Swing
Line Lender to make Swing Line Loans under this Agreement, each Borrower agrees
and understands that each request for a Swing Line Loan made by a Borrower shall
constitute a representation by such Borrower that the conditions set forth in
Section 6.02 hereof have been satisfied on the date of such request. Within the
limits of the provisions of this Section 3.01, each Borrower may borrow, prepay
pursuant to Section 4.01, and reborrow under this Section 3.01.

      Section 3.02.  SWING LINE LOAN ACCOUNT. The Swing Line Lender will open
and maintain a loan account (the "SWING LINE LOAN ACCOUNT") on its books in the
name of each Borrower with respect to Swing Line Loans made to such Borrower.
Each Swing Line Loan made by the Swing Line Lender will be debited, and each
payment or prepayment on account thereof will be credited, to the Swing Line
Loan Account; PROVIDED that the failure of the Swing Line Lender to record such
amounts in the Swing Line Loan Account shall not affect the obligations of the
Borrower hereunder with respect thereto. Each Swing Line Loan Account maintained
with respect to a Borrower shall be considered, absent manifest error, PRIMA
FACIE evidence of the matters noted therein.

      Section 3.03.  REQUESTS FOR SWING LINE LOANS.

           (a)   Each request by a Borrower for a Swing Line Loan under
Section 3.01 hereof (each a "REQUEST FOR SWING LINE LOAN") shall be made by
notice to the Swing Line Lender from the Borrower Agent for such Borrower not
later than 4:00 p.m. (Boston time) on the Banking Day of the proposed borrowing.
Each Request for Swing Line Loan shall be in writing in the form of EXHIBIT B
hereto, or made by telephonic communication confirmed not later than 4:00 p.m.
(Boston time) the same day by telecopy or other facsimile transmission in the
form of EXHIBIT B. The Swing Line Lender may rely upon any telephonic Request
for Swing Line Loan which it reasonably believes is made by a Borrower Agent;
PROVIDED that the Swing Line Lender shall not advance any Swing Line Loan unless
the Swing Line Lender shall have received confirmation of such telephonic
Request for Swing Line Loan in the manner set forth above. Each Borrower
severally agrees to indemnify and hold the Swing Line Lender harmless for any
reasonable action taken, including, without limitation, the making of Swing Line
Loans hereunder to such Borrower, or loss or expense incurred, by the Swing Line
Lender in good faith reliance upon such telephonic Request for Swing Line Loan;
PROVIDED that no Borrower shall be liable for any such action, loss or expense
to the extent that the same shall result from the gross negligence or willful
misconduct of the Swing Line Lender. At the time of the initial Request for
Swing Line Loan made under this Section 3.03(a), each Borrower shall have
provided the Swing Line Lender with an Officer's Certificate as required by
Section 6.01(e). Each Borrower hereby agrees that (i) the Swing Line Lender
shall be entitled to rely upon the Officer's Certificate in its possession until
it is superseded by a more recent Officer's Certificate, and (ii) each Request
for Swing Line Loan submitted by a Borrower shall (A) obligate such Borrower to
borrow the principal amount of the Swing Line Loan requested thereby, and (B)
constitute a representation and warranty by such Borrower to the Swing Line
Lender that (1) the Swing Line Loan requested thereby is permitted under such
Borrower's most recent Prospectus, (2) will not, when made, cause the aggregate
Indebtedness of such Borrower in respect of Loans to exceed such Borrower's
Borrowing Base, (3) will not, when made, cause the aggregate Indebtedness of the
Borrowers to the Swing Line Lender in respect of Swing Line Loans to exceed the
Swing Line Amount, (4) will not, when made, cause the aggregate Indebtedness of
the Borrowers to State


                                      -13-
<PAGE>

Street Bank in respect of Committed Credit Loans and Swing Line Loans to
exceed State Street Bank's Commitment, (5) will not, when made, cause the
aggregate Indebtedness of the Borrowers to the Banks in respect of Loans to
exceed the Maximum Credit Amount, and (6) will be used by the Borrower only
in accordance with the provisions of Section 4.08 hereof.

           (b)   Upon fulfillment of the applicable conditions set forth in
Article VI hereof, the Swing Line Lender promptly will wire or otherwise remit
the proceeds of the Swing Line Loan in immediately available funds to the
account of the Borrower making such Request for Swing Line Loan specified in
such Borrower's standing instructions set forth in SCHEDULE 1 hereto not later
than the close of business on the date of such Request for Swing Line Loan.

           (c)   A Request for Swing Line Loan shall be irrevocable and binding
on the Borrower making such Request for Swing Line Loan, and if the Swing Line
Loan requested is not borrowed on the date specified therein, such Borrower
shall indemnify the Swing Line Lender against any loss or expense (excluding
lost profits) reasonably incurred by the Swing Line Lender by reason of the
liquidation or reemployment of deposits or other funds acquired by the Swing
Line Lender to fund or maintain the Swing Line Loan.

      Section 3.04.  REPAYMENT OF SWING LINE LOANS.

           (a)   Each Borrower hereby absolutely and unconditionally, severally
and not jointly, promises to pay to the Swing Line Lender, and each Swing Line
Loan made to such Borrower shall mature and the principal amount thereof become
due and payable in full, on the earlier to occur of (i) seven (7) Banking Days
after the date such Swing Line Loan is made and (ii) the Expiration Date.

           (b)   Subject to the foregoing provisions of this Section 3.04, a
Borrower may apply all or any portion of the proceeds of any Swing Line Loan
made to such Borrower to the repayment of any unpaid principal amount of any
other Loan then outstanding to such Borrower; PROVIDED that no Borrower shall
have Loans outstanding hereunder on more than sixty (60) consecutive calendar
days.

      Section 3.05.  REFUNDING OF SWING LINE LOANS.

           (a)   The Swing Line Lender, at any time in its sole and absolute
discretion may, and on the seventh Banking Day after the borrowing of a Swing
Line Loan by a Borrower (if such Swing Line Loan has not been repaid in full)
shall, on behalf of such Borrower (and such Borrower hereby irrevocably directs
the Swing Line Lender to so act on its behalf and with respect to such Borrower)
upon notice given by the Swing Line Lender no later than 1:00 p.m. (Boston time)
on the relevant refunding date, request each Bank to make, and each Bank hereby
agrees to make, a Committed Credit Loan to such Borrower in an amount equal to
such Bank's Facility Percentage of the amount of such Swing Line Loan (the
"REFUNDED SWING LINE LOAN") outstanding on the date of such notice, to repay the
Swing Line Lender. Each Bank shall make the amount of such Committed Credit Loan
available to the Operations Agent in immediately available funds not later than
3:00 p.m. (Boston time) on the date of such notice. The proceeds of such
Committed Credit Loans shall be distributed by the Operations Agent to the Swing
Line Lender and immediately applied by the Swing Line Lender to repay the
Refunded Swing Line


                                      -14-
<PAGE>

Loans. Effective on the day such Committed Credit Loans are made, the portion of
the Swing Line Loans so paid shall no longer be outstanding as Swing Line Loans.

           (b)  If, prior to the making of a Committed Credit Loan to a Borrower
pursuant to Section 3.05(a) hereof, an Event of Default shall have occurred and
be continuing, each Bank severally, unconditionally and irrevocably agrees that
it shall purchase a participating interest in the applicable Swing Line Loans
(the "UNREFUNDED SWING LINE LOANS") in an amount equal to the amount of
Committed Credit Loans which otherwise would have been made by such Bank
pursuant to Section 3.05(a). Each Bank shall immediately transfer to the
Operations Agent, in immediately available funds, the amount of its
participation (the "SWING LINE PARTICIPATION AMOUNT"), and the proceeds of such
participation shall be distributed by the Operations Agent to the Swing Line
Lender in such amount as will reduce the amount of the participating interest
retained by the Swing Line Lender in its Swing Line Loans to the amount of the
Committed Credit Loans which were to have been made by the Swing Line Lender
pursuant to Section 3.05(a).

           (c)  Whenever, at any time after the Swing Line Lender has received
from any Bank such Bank's Swing Line Participation Amount, the Swing Line Lender
receives any payment on account of the Swing Line Loans, the Swing Line Lender
will distribute to such Bank its Swing Line Participation Amount (appropriately
adjusted, in the case of interest payments, to reflect the period of time during
which such Bank's participating interest was outstanding and funded and, in the
case of principal and interest payments, to reflect such Bank's PRO RATA portion
of such payment, if such payment is not sufficient to pay the principal of and
interest on all Swing Line Loans then due); PROVIDED, HOWEVER, that, in the
event that such payment received by the Swing Line Lender is required to be
returned, such Bank will return to the Swing Line Lender any portion thereof
previously distributed to it by the Swing Line Lender with interest, as
appropriate.

           (d)  Each Bank's obligation to make the Committed Credit Loans
referred to in Section 3.05(a) and to purchase participating interests pursuant
to Section 3.05(b) shall be absolute and unconditional and shall not be affected
by any circumstance, including, without limitation, (i) any setoff,
counterclaim, recoupment, defense or other right which such Bank may have
against the Swing Line Lender or any other Person for any reason whatsoever;
(ii) the occurrence or continuance of a Default or the failure to satisfy any of
the other conditions specified in Section 6.02 hereof; (iii) any adverse change
in the condition (financial or otherwise) of any Borrower; (iv) any breach of
this Agreement or any other Loan Document by any Borrower or Bank; or (v) any
other circumstance, happening or event whatsoever, whether or not similar to any
of the foregoing.

                     ARTICLE IV. CERTAIN COMMON PROVISIONS

      Section 4.01.  OPTIONAL PREPAYMENTS; CERTAIN MANDATORY PREPAYMENTS.

           (a)  Each Borrower shall have the right at any time, without premium
or penalty, to prepay the Committed Credit Loans made to such Borrower
hereunder, in whole or in part, upon telephonic notice to the Operations Agent
of its intention to prepay such Committed Credit Loans prior to 1:00 p.m.
(Boston time) on the date such prepayment is to be made;



                                      -15-
<PAGE>

PROVIDED, HOWEVER, that each such prepayment (other than a prepayment in full)
shall be in an amount of $1,000,000 or an integral multiple thereof; and FURTHER
PROVIDED that each such telephonic notice shall be confirmed in writing not
later than 1:30 p.m. (Boston time) the same day by telecopy or other facsimile
transmission in the form of EXHIBIT C.

           (b)   Each Borrower shall have the right at any time, without premium
or penalty, to prepay the Swing Line Loans made to such Borrower hereunder, in
whole or in part, upon telephonic notice to the Swing Line Lender of its
intention to prepay such Swing Line Loan prior to 4:00 p.m. (Boston time) on the
date such prepayment is to be made; PROVIDED, HOWEVER, that each such telephonic
notice shall be confirmed in writing not later than 4:00 p.m. (Boston time) the
same day by telecopy or other facsimile transmission in the form of EXHIBIT D.

           (c)   If, at any time, the aggregate unpaid principal amount of Loans
to any Borrower shall exceed such Borrower's Borrowing Base, the Borrower shall
immediately prepay such excess amount within three (3) Banking Days.

           (d)   Upon any reduction of the Maximum Committed Credit Amount
pursuant to Section 2.02(a) hereof or otherwise, or if, at any time, the
aggregate unpaid principal amount of Committed Credit Loans exceeds the Maximum
Committed Credit Amount, each Borrower that, at such time, has outstanding
Committed Credit Loans agrees to prepay within three (3) Banking Days after
demand by the Banks or the Operations Agent, on behalf of the Banks, its PRO
RATA portion of the amount, if any, by which the aggregate unpaid principal
amount of Committed Credit Loans made to the Borrowers hereunder exceeds the
Maximum Committed Credit Amount.

           (e)   If, at any time, the aggregate unpaid principal amount of Swing
Line Loans exceeds the Swing Line Amount, each Borrower that, at such time, has
outstanding Swing Line Loans agrees to prepay within three (3) Banking Days
after demand by the Swing Line Lender its PRO RATA portion of such excess
amount.

           (f)   Upon any reduction of the Maximum Credit Amount pursuant to
Section 2.02(a) hereof or otherwise, or if, at any time, the aggregate unpaid
principal amount of Loans exceeds the Maximum Credit Amount, each Borrower that,
at such time, has outstanding Loans agrees to prepay within three (3) Banking
Days after demand by the Banks or the Operations Agent, on behalf of the Banks,
its PRO RATA portion of such excess amount.

      Section 4.02.  PLACE AND MODE OF PAYMENTS; COMPUTATIONS.

           (a)   Each Borrower shall give notice to the Operations Agent of each
payment to be made by it hereunder in respect of Committed Credit Loans not
later than 1:00 p.m.(Boston time) on the day when due; PROVIDED that such
notice, if made by telephonic communication, shall be confirmed in writing not
later than 1:30 p.m. (Boston time) the same day by telecopy or other facsimile
transmission in the form of EXHIBIT C. Each such payment shall be made in lawful
money of the United States to the Operations Agent at its address set forth in
Section 15.04 in immediately available and freely transferable funds, and shall
be received by the Operations Agent not later than 2:00 p.m. (Boston time) on
the day when due. The Operations Agent will, promptly after its receipt thereof,
distribute like funds relating to the payment of


                                      -16-
<PAGE>

principal, interest, Commitment Fees or other amounts payable to the Banks for
their respective accounts, as appropriate.

           (b)   Each Borrower shall give notice to the Swing Line Lender of
each payment to be made by it hereunder in respect of Swing Line Loans not later
than 4:00 p.m. (Boston time) on the day when due; PROVIDED that such notice, if
made by telephonic communication, shall be confirmed in writing not later than
4:00 p.m. (Boston time) the same day by telecopy or other facsimile transmission
in the form of EXHIBIT D. Each such payment shall be made in lawful money of the
United States to the Swing Line Lender at its address set forth on Section 15.04
in immediately available and freely transferable funds, and shall be received by
the Swing Line Lender not later than 5:00 p.m. (Boston time) on the day when
due.

           (c)   Unless the Operations Agent shall have received notice from a
Borrower prior to the date on which any payment is due to the Banks hereunder
that such Borrower will not make such payment in full, the Operations Agent may
assume that such Borrower has made such payment in full to the Operations Agent
on such date and the Operations Agent may (but it shall not be required to), in
reliance upon such assumption, cause to be distributed to each Bank on such due
date an amount equal to the amount then due such Bank. If and to the extent that
such Borrower shall not have so made such payment, each Bank shall repay to the
Operations Agent forthwith on demand such amount distributed to such Bank,
together with interest thereon, for each day from the date such amount was so
distributed until the date such Bank repays such amount to the Operations Agent,
calculated at the Federal Funds Effective Rate, or, if such amount is not repaid
to the Operations Agent within three (3) Banking Days, at the rate applicable to
the Loan purported to be repaid or prepaid by such Borrower.

           (d)   All payments by the Borrowers hereunder shall be made without
setoff or counterclaim and free and clear of and without deduction or
withholding of any kind (all of which will be paid by the Borrowers for their
respective accounts if required by law prior to the date penalties are
attached). If any such deduction or withholding obligation is imposed upon a
Borrower with respect to any amount payable by it hereunder in respect of
Committed Credit Loans, it will pay to the Operations Agent, for the benefit of
the affected Bank(s), on the date on which such amount becomes due and payable
hereunder such additional amount as shall be necessary to enable each of the
Banks to receive the same net amount which each would have received on such due
date had no such obligation been imposed upon such Borrower. If any such
deduction or withholding obligation is imposed upon a Borrower with respect to
any amount payable by it hereunder in respect of Swing Line Loans, it will pay
to the Swing Line Lender on the date on which such amount becomes due and
payable hereunder such additional amount as shall be necessary to enable the
Swing Line Lender to receive the same net amount which it would have received on
such due date had no such obligation been imposed upon such Borrower. The
foregoing provisions of this Section 4.02(d) shall not apply, in the case of
each Bank (or permitted assignee of any Bank or any participant), the Swing Line
Lender and the Operations Agent, (i) to taxes imposed upon or by reference to
its overall net income, profits or gains, or (ii) to franchise taxes imposed on
it except in a jurisdiction in which such Bank, the Swing Line Lender or the
Operations Agent is not doing business other than extending credit hereunder to
the Borrowers, or (iii) if such Bank, the Swing Line Lender or the Operations
Agent does not comply with the provisions of Section 4.06 hereof.
Notwithstanding anything herein to the contrary, no financial institution
organized under the laws of a jurisdiction other than the


                                      -17-
<PAGE>

United States of America or any political subdivision thereof shall be a Bank
hereunder or a permitted assignee of any Bank or participant unless it shall
certify, as of the date of its becoming a Bank hereunder or, as the case may be,
as of the effective date of such assignment or participation, that it is not
subject to withholding taxes on its United States source income; PROVIDED that
if a financial institution is or becomes a Bank hereunder or a permitted
assignee of any Bank or participant and it shall be unable to make such
certification, each Borrower agrees to pay in a timely manner any obligation
imposed on such Borrower for withholding taxes on the institution's United
States source income, but such Borrower shall not be required to pay such
additional amount to the Operations Agent for the benefit of the affected
institution(s) as otherwise provided in this Section 4.02(d). Even with such
certification, any permitted assignee of any Bank or participant shall be
subject to this Section 4.02(d) and the provisions of Section 4.06; PROVIDED
that in no event shall any permitted assignee of any Bank or participant be
entitled to receive any greater amount pursuant to this Section 4.02(d) than the
original Bank would have been entitled to receive. Each Borrower will deliver
promptly to the Operations Agent or the Swing Line Lender, as applicable,
certificates or other valid vouchers for all taxes or other charges deducted
from or paid with respect to payments made by such Borrower hereunder. Each
Bank, each permitted assignee of any Bank, and each participant agrees that it
will use reasonable efforts (consistent with its internal policy and legal and
regulatory restrictions, and sol long as such efforts would not be materially
disadvantageous to it) promptly to designate a different lending office if the
designation of such alternative office would reduce or eliminate any required
payments by the Borrower under this Section 4.02(d).

           (e)   If any sum would, but for the provisions of this
Section 4.02(e), become due and payable to the Banks (or any of them) or the
Swing Line Lender by a Borrower under this Agreement on any day which is not a
Banking Day, then such sum shall become due and payable on the Banking Day next
succeeding the day on which such sum would otherwise have become due and payable
hereunder, and interest and fees payable to the Banks (or any of them) or the
Swing Line Lender under this Agreement shall be adjusted accordingly.

           (f)   All computations of interest and fees, including Commitment
Fees, payable under this Agreement in respect of Committed Credit Loans shall be
made by the Operations Agent on the basis of a 360-day year and paid for the
actual number of days elapsed. All computations of interest and fees payable
under this Agreement in respect of Swing Line Loans shall be made by the Swing
Line Lender on the basis of a 360-day year and paid for the actual number of
days elapsed.

           (g)   Each determination of an interest rate applicable to Committed
Credit Loans by the Operations Agent pursuant to this Agreement shall be
conclusive and binding on the Borrowers and the Banks if made in good faith and
in the absence of manifest error. Each determination of an interest rate
applicable to Swing Line Loans by the Swing Line Lender pursuant to this
Agreement shall be conclusive and binding on the Borrowers if made in good faith
and in the absence of manifest error.

      Section 4.03.  INTEREST.

           (a)   Each Borrower hereby absolutely and unconditionally, severally
and not jointly, promises to pay (i) to the Operations Agent for the ratable
benefit of the Banks, in the


                                      -18-
<PAGE>

case of Committed Credit Loans, and (ii) to the Swing Line Lender, in the case
of Swing Line Loans, and there shall become absolutely due and payable, at the
times specified in Section 4.03(b) below, all of the unpaid interest accrued on
the principal amount of the Loans outstanding to such Borrower hereunder from
time to time. Whenever any interest on and any principal of the Loans are paid
simultaneously hereunder, the whole amount paid shall be applied first to
interest then due and payable.

           (b)   Except as otherwise provided in Section 4.04 hereof, the
outstanding principal amount of each Loan shall bear interest from the date of
such Loan until repayment thereof in full at the Federal Funds Rate. Interest
accrued on each Loan to a Borrower shall be payable monthly in arrears on the
fifteenth Banking Day of each calendar month for the immediately preceding
calendar monthly period, and at the expiration or earlier termination of this
Agreement with respect to such Borrower. Thereafter, interest shall be payable
on demand.

           (c)   Subject to the provisions of Sections 2.05(b) and 3.04(b)
hereof, any Borrower may apply all or any portion of the proceeds of any Loan
made to such Borrower to the payment of any accrued and unpaid interest on any
other Loan then outstanding to such Borrower.

      Section 4.04.  OVERDUE PRINCIPAL AND INTEREST. In the event that any
Borrower shall fail to make any payment of principal of, or interest on, any
Loan when due, whether at maturity or by acceleration or otherwise, interest on
such unpaid principal and (to the extent permitted by law) on such unpaid
interest shall thereafter be payable on demand at a rate per annum equal to two
percent (2%) above the rate otherwise applicable to such Loan hereunder.

      Section 4.05.  LIMITATION ON INTEREST. No provision of this Agreement
shall require the payment or permit the collection of interest in excess of the
rate then permitted by applicable law.

      Section 4.06.  WITHHOLDING TAX EXEMPTION. No later than five (5) Banking
Days prior to the first date on which interest or fees are payable hereunder for
the account of any Bank, each Bank that is not incorporated under the laws of
the United States of America or a state thereof agrees that it will deliver to
the Borrowers and the Operations Agent, two duly completed copies of the United
States Internal Revenue Service Form W-8BEN or W-8ECI (or any successor forms),
certifying in either case that such Bank is entitled to receive payments under
this Agreement without deduction or withholding of any United States federal
income taxes. Each Bank which so delivers a Form W-8BEN or W-8ECI further
undertakes to deliver to the Borrowers and the Operations Agent two additional
copies of such form (or a successor form) on or before the date that such form
expires or becomes obsolete or after the occurrence of any event requiring a
change in the most recent form so delivered by it, and such amendments thereto
or extensions or renewals thereof as may be reasonably requested by the
Borrowers or the Operations Agent, in each case certifying that such Bank is
entitled to receive payments under this Agreement without deduction or
withholding of any United States federal income taxes, unless an event
(including, without limitation, any change in treaty, law or regulation) has
occurred prior to the date on which any such delivery would otherwise be
required which renders all such forms inapplicable or which would prevent such
Bank from duly completing and delivering any such form with respect to it and
such Bank advises the Borrowers and the


                                      -19-
<PAGE>

Operations Agent that it is not capable of receiving payments without any
deduction or withholding of United States federal income tax.

      Section 4.07.  INCREASED CAPITAL REQUIREMENTS. If any Bank shall have
determined that the adoption or implementation of any applicable law, rule or
regulation regarding capital requirements for banks or bank holding companies,
or any change therein (including, without limitation, any change according to a
prescribed schedule of increasing requirements, whether or not known on the date
of this Agreement), or any change in the interpretation or administration
thereof by any governmental authority, central bank or comparable agency charged
with the interpretation or administration thereof, or compliance by such Bank
with any request or directive of any such Person regarding capital adequacy
(whether or not having the force of law) has the effect of reducing the return
on such Bank's capital to a level below that which such Bank could have achieved
(taking into consideration such Bank's policies with respect to capital adequacy
immediately before such adoption, implementation, change or compliance and
assuming that such Bank's capital was fully utilized prior to such adoption,
implementation, change or compliance) but for such adoption, implementation,
change or compliance as a consequence of such Bank's participation in the credit
facilities established hereunder, including its commitment to make Committed
Credit Loans, by any amount reasonably deemed by such Bank to be material, the
Borrowers shall, upon five (5) Banking Days' prior notice to the Borrower Agent
for each Borrower from such Bank (with a copy to the Operations Agent), pay to
the Operations Agent for the benefit of such Bank as an additional fee from time
to time on demand such amount as such Bank shall have determined to be necessary
to compensate it for such reduction. The determination by such Bank (in
consultation with the Operations Agent) of such amount, if done in good faith on
the basis of any reasonable averaging and attribution methods, shall, in the
absence of manifest error, be conclusive, and, at the request of the Borrowers,
such Bank shall demonstrate the basis for such determination. No Borrower shall
be required to compensate any Bank under this Section 4.07 for any reduction
incurred more than 180 days prior to the date such Bank notifies the Borrower
Agent of the event giving rise to such reduction and of such Bank's intention to
claim compensation therefor.

      Section 4.08.  USE OF PROCEEDS. Each Borrower will use the proceeds of the
Loans solely for temporary or emergency purposes, including, without limitation,
the temporary financing of repurchases or redemptions of Shares of such Borrower
and, in the case of any Borrower that is a closed-end Investment Company, the
payment of dividends; PROVIDED that such use of proceeds shall either (i)
constitute an "Exempt" Transaction" as described in section 221.6(f) of
Regulation U (12 CFR Part 221) of the Board or shall otherwise constitute an
"Exempted Transaction" under, or shall not constitute a "purpose credit" for
purposes of, Regulation U, or (ii) such use of proceeds shall not otherwise
cause such Loans to violate the provisions of Regulation U. Without limiting the
foregoing, no Borrower will, directly or indirectly, use any part of such
proceeds for any purpose which would violate any provision of any applicable
statute, regulation, order or restriction. In the event that the proposed use of
proceeds of any Loan to a Borrower shall not constitute an "Exempted
Transaction" under Regulation U, but shall nonetheless constitute a "purpose
credit" for purposes thereof, the Borrower, at the time the Borrowing Request is
made, shall furnish each Bank, the relevant lending Bank or the Swing Line
Lender (as applicable) with a statement in conformity with the requirements of
Federal Reserve Form F.R. U-1 referred to in said Regulation U.


                                      -20-
<PAGE>

      Section 4.09.  BORROWER AGENTS. Each Borrower hereby appoints each person
who shall now or hereafter serve as an Authorized Officer of the Borrower to act
as its agent hereunder (individually, a "BORROWER AGENT" and collectively, the
"BORROWER AGENTS") with such powers as are specifically delegated to the
Borrower Agents by the terms of this Agreement, together with such other powers
as are reasonably incidental thereto. Each Borrower shall cause its respective
Borrower Agents: (i) to prepare and submit Borrowing Requests in compliance with
the terms hereof; (ii) to notify the Operations Agent pursuant to Section 2.02
of the termination of this Agreement and the termination or reduction of the
Commitments; and (iii) upon the admission of any new Borrower pursuant to
Article XIII, the withdrawal of a Borrower pursuant to Section 2.02(b) or at
such other times as the Borrowers shall deem it appropriate, to promptly
reallocate the percentages of the Commitment Fee and other fees and expenses
payable by each Borrower hereunder among the Borrowers entitled to borrow
hereunder, after giving effect to such admission or withdrawal, as the case may
be, if any, and notify the Operations Agent in a writing signed by one or more
Borrower Agents on behalf of each Borrower (with copies to each Bank and the
Swing Line Lender) of the new percentages, at which time SCHEDULE 1 shall be
revised to reflect the adjustment in such percentages and/or the admission or
withdrawal, as the case may be, of such Borrower.

      Section 4.10. TAKE-OUT OF INDIVIDUAL BANKS. Upon the assertion of a claim
for additional fees and expenses under Sections 4.02(d), 4.06, 4.07 or 5.01(b)
by any Bank, other than a claim based on facts or circumstances affecting
financial institutions generally, the Borrowers may (so long as no Default
exists or would result after giving effect to the Borrowers' action under this
Section 4.10) prepay in full all Loans and other obligations owed the individual
Bank or Banks with respect to which the Borrowers are exercising their rights
hereunder (including, without limitation, any amounts owed to such Bank or Banks
under Sections 4.02(d), 4.06, 4.07 and 5.01(b)), and terminate the Commitment(s)
of such Bank(s), in each case after appropriate notice as required by Sections
2.02(a) and 4.01, and subject to all other provisions of this Agreement. Except
as provided hereinbelow, such action shall reduce the Maximum Committed Credit
Amount by the relevant amount and shall result in an automatic corresponding
change in the remaining Banks' Facility Percentages so that they total one
hundred percent (100%). Notwithstanding the foregoing, in the event that the
Borrowers and the Operations Agent are able to reach agreement with a substitute
commercial bank(s) to simultaneously accept the Commitment(s) being terminated
pursuant to this Section 4.10, and to thereby become a Bank hereunder, the
Maximum Committed Credit Amount shall not be reduced and the Facility
Percentages shall remain unchanged, other than to effect the change to the
substitute Bank(s). The substitute commercial bank(s) shall become a Bank
hereunder upon the effective date of such substitution, at which time the
Operations Agent shall revise SCHEDULE 2 to reflect the necessary changes. The
Operations Agent shall forward a copy of the revised SCHEDULE 2 to the Banks and
the Borrowers.

      Section 4.11. SHARING OF PAYMENTS; ETC. If any Bank shall obtain any
payment on account of the Committed Credit Loans (whether voluntary,
involuntary, through the exercise of any right of setoff, or otherwise) in
excess of its ratable share (according to the then outstanding principal amount
of the Committed Credit Loans) of payments on account of the Committed Credit
Loans obtained by all Banks (other than as a result of payments made pursuant to
Sections 2.04(c), 4.02(d), 4.07 or 5.01 hereof), the Bank shall purchase from
the other Banks such participations in the Committed Credit Loans held by them
as shall cause the purchasing Bank to


                                      -21-
<PAGE>

share such payment ratably according to the then outstanding principal amount of
the Committed Credit Loans with each of them; PROVIDED that if all or any
portion of such payment is thereafter recovered from the purchasing Bank, the
purchase shall be rescinded and the purchase price restored to the extent of
such recovery, but without interest. Each Borrower agrees that any Bank so
purchasing a participation in such Borrower's Committed Credit Loans from
another Bank pursuant to this Section 4.11 may, to the fullest extent permitted
by law, exercise all its rights of payment with respect to such participation as
fully as if such Bank were the direct creditor of such Borrower in the amount of
such participation.

                                ARTICLE V. FEES

      Section 5.01.  COMMITMENT FEES.

           (a)   The Borrowers shall pay to the Operations Agent for the ratable
benefit of the Banks, and in accordance with the Specified Percentages, a
commitment fee (the "COMMITMENT FEE") for the period commencing on the date
hereof to and including the termination of the Commitments hereunder equal to
seven and one-half (7-1/2) basis points (75/1000 of 1%) per annum of the average
daily unused portion of the Commitments without reduction for outstanding Swing
Line Loans. The Commitment Fee shall be payable quarterly in arrears on the
fifteenth Banking Day of each April, July, October and January of each year for
the calendar quarter ending as of the last day of the immediately preceding
month, commencing on the first such date next succeeding the date hereof, and,
in connection with the partial reduction of the Maximum Committed Credit Amount
in accordance with Section 2.02(a) hereof, on the date of such reduction, and on
the date of any termination of any of the Commitments. With respect to each
quarterly payment, the Commitment Fee shall be computed on the basis of the
average daily unused portion of the Commitments during such quarter or shorter
period without reduction for Swing Line Loans outstanding during such period.

           (b)   Without duplication of the amounts payable pursuant to
Section 4.07 hereof, if any change in any requirement imposed upon any Bank by
any law of the United States of America or any state or political subdivision
thereof to which such Bank may be subject or by any regulation, order,
interpretation, ruling or official directive (whether or not having the force of
law) of the Board, the FDIC or any other board or governmental or administrative
agency of the United States of America or any state or political subdivision
thereof to which such Bank may be subject shall impose, increase, modify or deem
applicable any reserve, special deposit, assessment or other requirement against
the Commitment of such Bank hereunder, and the result of the foregoing, in the
reasonable determination of such Bank (in consultation with the Operations
Agent), is to impose a cost on such Bank that is attributable to it maintaining
its Commitment hereunder, then upon five (5) Banking Days' prior notice to the
Borrowers from such Bank (with a copy to the Operations Agent), the Commitment
Fee payable to such Bank shall be increased, for so long as such increased cost
is imposed, to the extent such Bank determines is necessary to compensate it for
such increased cost. The determination by such Bank of the amount thereof, if
made in good faith, shall, in the absence of manifest error, be conclusive, and,
at the request of the Borrowers, such Bank shall demonstrate the basis for such
determination.


                                      -22-
<PAGE>

           (c)   No portion of the Commitment Fee paid by any Borrower shall be
subject to refund, reduction or proration, PROVIDED, HOWEVER, if, after any
adjustment in the Commitment Fee pursuant to paragraph (b) of this Section 5.01,
any part of the increased cost paid by a Bank is subsequently recovered, such
Bank shall reimburse the Borrowers to the extent of the amount so recovered. A
certificate of an officer of such Bank setting forth the amount of such recovery
and the basis thereof (or such other communication as shall be consistent with
the policy of such Bank), if made in good faith, shall, in the absence of
manifest error, be conclusive.

      Section 5.02.  OPERATIONS AGENT'S FEE. The Borrowers shall pay, in
accordance with the Specified Percentages, the Operations Agent for its own
account a fee (the "OPERATIONS AGENT'S FEE") equal to Fifteen Thousand Dollars
($15,000.00). The Operations Agent's Fee shall be payable annually in advance on
the date of this Agreement and on the effective date of any renewal of the
Commitments pursuant to Article XIV hereof.

      Section 5.03.  ADMINISTRATIVE AGENT'S FEE. The Borrowers shall pay, in
accordance with the Specified Percentages, the Administrative Agent for its own
account on the date of this Agreement a fee (the "ARRANGING Fee") in an amount
to be agreed upon by the Borrowers and the Administrative Agent.

      Section 5.04.  ALLOCATION FEE. The Borrowers shall pay, in accordance with
the Specified Percentages, the Operations Agent for the ratable benefit of the
Banks on the date of this Agreement an allocation fee (the "ALLOCATION FEE") in
an amount equal to two and one-half (2-1/2) basis points (25/1000 of 1%) of the
aggregate Commitments.

                        ARTICLE VI. CONDITIONS PRECEDENT

      Section 6.01.  CONDITIONS TO CLOSING. At the time this Agreement is duly
executed and delivered by the Borrowers:

           (a)   Each Loan Document shall be in form and substance satisfactory
to the Operations Agent and each Bank, shall have been duly and properly
authorized, executed and delivered by the respective party or parties thereto,
and shall be in full force and effect on the date hereof. Executed original
counterparts of each Loan Document shall have been furnished to the Operations
Agent with sufficient copies for itself and the other Banks;

           (b)   The Operations Agent shall have received from each Borrower
(with sufficient copies for itself and the other Banks) certified copies of its
charter, articles of association, declaration of trust and bylaws, as
applicable, and copies of its most recent Prospectus;

           (c)   The Operations Agent shall have received from each Borrower
(with sufficient copies for itself and the other Banks) a long-form legal
existence certificate, together with a good standing certificate, issued with
respect to such Borrower as of a recent date by the relevant governmental
authority in the jurisdiction of such Borrower's organization.

           (d)   The Operations Agent shall have received from each Borrower
(with sufficient copies for itself and the other Banks) certified copies of all
documents relating to its due authorization and execution of the Loan Documents
as the Operations Agent and the Banks


                                      -23-
<PAGE>

may reasonably request, including, without limitation, all resolutions of such
Borrower's Board of Trustees or Board of Directors, as applicable, authorizing
(i) its execution and delivery of each of the Loan Documents to which it is or
is to become a party, (ii) its performance of all of its agreements and
obligations under each of such documents, and (iii) the borrowings and other
transactions contemplated by this Agreement;

           (e)   The Operations Agent shall have received from each Borrower
(with sufficient copies for itself and the other Banks) a certificate (an
"OFFICER'S CERTIFICATE"), dated the date hereof, signed by the Secretary or
Assistant Secretary of such Borrower, setting forth the name and bearing a
specimen signature of each individual who shall be authorized to (i) sign, in
the name and on behalf of such Borrower, each Loan Document to which it is a
party, and (ii) give notices and to take other action on behalf of such Borrower
in connection with the transactions contemplated by this Agreement;

           (f)   The Operations Agent shall have received for itself and each of
the other Banks from each Borrower a duly completed and executed Federal Reserve
Form F.R. U-1;

           (g)   The Operations Agent shall have received from each Borrower
(with sufficient copies for itself and the other Banks) a copy of such
Borrower's current Year 2000 Disclosure in accordance with Section 7.18 hereof;

           (h)   The Operations Agent shall have received from the Borrowers
(with sufficient copies for itself and the other Banks) the favorable opinion or
opinions of counsel for the Borrowers, dated as of the date hereof and
addressing the substantive issues set forth in EXHIBIT G hereto, such opinion or
opinions to be reasonably satisfactory to the Operations Agent and the Banks;

           (i)   Each Borrower shall have performed and complied in all material
respects with all terms and conditions herein required to be performed or
complied with by it on or prior to the date hereof, and the consummation of the
transactions on the date hereof shall not result in a Default;

           (j)   The Operations Agent shall have received from each Borrower
(with sufficient copies for itself and the other Banks) a certificate, dated as
of the date hereof and in form and substance satisfactory to the Operations
Agent and the Banks, in which such Borrower shall represent and warrant to the
Operations Agent and the Banks all of the matters set forth in Article VII
hereof, and shall represent and warrant to the Operations Agent and the Banks
that the conditions precedent set forth in paragraph (i) of this Section 6.01
are satisfied at and as of the date of this Agreement;

           (k)   The Operations Agent shall have received the Operations Agent's
Fee from the Borrowers as provided in Section 5.02 hereof;

           (l)   The Administrative Agent shall have received the Arranging Fee
from the Borrowers as provided in Section 5.03 hereof;

           (m)   The Operations Agent shall have received for the ratable
benefit of the Banks the Allocation Fee from the Borrowers as provided in
Section 5.04 hereof;


                                      -24-
<PAGE>

           (n)   The Operations Agent shall received evidence reasonably
satisfactory to the Operations Agent and the Banks of the termination of
existing credit facilities with Deutsche Bank AG and PNC Bankcorp;

           (o)   The Operations Agent and the Banks shall be satisfied that
there has been no material adverse change in the business, assets, operations,
prospects or condition (financial or otherwise) of any Borrower since the date
of the latest financial statements delivered to the Operations Agent and Banks
and referred to in Section 7.02 hereof;

           (p)   Without, in any way, limiting the scope of paragraph (o) above,
the Operations Agent and the Banks shall be satisfied that there has been no
material adverse change in any law, rule, regulation, decree or order of any
governmental authority binding upon any Borrower or otherwise applicable to the
Operations Agent, the Banks or any Borrower; and

           (q)   The Operations Agent and the Banks shall have received all
other information and documents which the Operations Agent and the Banks may
reasonably have requested in connection with the transactions contemplated by
this Agreement, such information and documents where appropriate to be certified
by the proper officers of each Borrower or governmental authorities.

      Section 6.02.  CONDITIONS PRECEDENT TO ALL LOANS. The obligation of the
Banks to make any Committed Credit Loan to a Borrower, and/or the Swing Line
Lender to make any Swing Line Loan hereunder to a Borrower (it being understood
that any decision to make a Swing Line Loan to a Borrower shall be within the
sole discretion of the Swing Line Lender), is subject to the following
conditions:

           (a)   Either (i) the Operations Agent shall have received a Request
for Committed Credit Loan from such Borrower as required by Section 2.04(a)
hereof, or (ii) the Swing Line Lender shall have received a Request for Swing
Line Loan from such Borrower as required by Section 3.03(a) hereof;

           (b)   The representations and warranties of such Borrower contained
in Article VII hereof shall be true on and as of such date as if they had been
made on such date (except to the extent that such representations and warranties
expressly relate to an earlier date or are affected by the consummation of
transactions permitted under this Agreement);

           (c)   Such Borrower shall be in compliance in all material respects
with all of the terms and provisions set forth herein on its part to be observed
or performed on or prior to such date;

           (d)   The making of the Loan shall not contravene any law,
regulation, decree or order binding on such Borrower, the Operations Agent, the
Swing Line Lender or the Banks; and

           (e)   After giving effect to the Loans to be made on such date to
such Borrower, no Default with respect to such Borrower, shall have occurred and
be continuing.


                                      -25-
<PAGE>

      Each Borrowing Request made by a Borrower shall constitute a
representation and warranty by such Borrower to the Operations Agent and the
Banks (in the case of a Request for Committed Credit Loan) and the Swing Line
Lender (in the case of a Request for Swing Line Loan) that all of the conditions
specified in this Section 6.02 have been satisfied in all material respects by
such Borrower as of the date of the Loan.

                  ARTICLE VII. REPRESENTATIONS AND WARRANTIES

      In order to induce the Banks and the Operations Agent to enter into this
Agreement and to make the Loans provided for hereunder, each Borrower, severally
and not jointly, makes the following representations and warranties with respect
to itself, which shall survive the execution and delivery hereof; PROVIDED that,
where appropriate, the reference herein to "the Borrower" shall be deemed to be
a reference to the Investment Company of which such Borrower is a Portfolio:

      Section 7.01.  ORGANIZATION, STANDING, ETC. OF THE BORROWER. SCHEDULE 1
accurately and completely lists the full legal name of the Borrower, its
principal business address, the nature of its organization and the jurisdiction
of its organization. The Borrower is legally organized as specified on SCHEDULE
1, validly existing and in good standing under the laws of the jurisdiction of
its organization and has all requisite power and authority to own and operate
its properties and assets, to carry on its business as now conducted and
proposed to be conducted, to enter into this Agreement and all other documents
to be executed by it in connection with the transactions contemplated hereby and
to carry out the terms hereof and thereof.

      Section 7.02.  FINANCIAL INFORMATION; DISCLOSURE; ETC. The statement of
assets and liabilities (or statement of net assets, as applicable) of the
Borrower as of its most recently ended fiscal year for which annual reports have
been prepared and the related statements of operations and of changes in net
assets for the fiscal year ended on such date, copies of which financial
statements, certified by the independent public accountants for the Borrower,
have heretofore been delivered to the Operations Agent and the Banks, fairly
present, in all material respects, the financial position of the Borrower as of
such date and the results of its operations for such period, in conformity with
GAAP. Since the date of the latest financial statements so delivered to the
Operations Agent and the Banks, there has been no material adverse change in the
business, assets, operations, prospects or condition (financial or otherwise) of
the Borrower. Neither this Agreement nor any financial statements, reports or
other documents or certificates furnished to the Operations Agent and the Banks
by the Borrower in connection with the transactions contemplated hereby or
thereby (when taken as a whole) contain any untrue statement of a material fact
or omit to state any material fact necessary to make the statements herein or
therein contained not misleading. None of the Loans will render the Borrower
unable to pay its debts as they become due; the Borrower is not contemplating
either the filing of a petition by it under any state or federal bankruptcy or
insolvency laws or the liquidation of all or a major portion of its property
except in the ordinary course of the Borrower's business; and the Borrower has
no knowledge of any Person contemplating the filing of any such petition against
it.

      Section 7.03.  LITIGATION; ETC. There is no action, proceeding or
investigation pending or threatened (or any basis therefor known to the
Borrower) which questions the validity of this


                                      -26-
<PAGE>

Agreement or the other documents executed in connection herewith, or any action
taken or to be taken pursuant hereto. Except as disclosed in Schedule 7.03
hereto, there is no such action, proceeding or investigation pending or
threatened in which there is a reasonable possibility of an adverse decision and
which could, either in any case or in the aggregate, adversely affect the
ability of the Borrower to perform its obligations hereunder or under the other
documents executed in connection herewith.

      Section 7.04.  AUTHORIZATION; COMPLIANCE WITH OTHER INSTRUMENTS. The
execution, delivery and performance of this Agreement and the other Loan
Documents have been duly authorized by all necessary action on the part of the
Borrower, will not result in any violation of or be in conflict with or
constitute a default under any term of the Prospectus of the Borrower or of its
charter, articles of association, declaration of trust or bylaws, or of any
investment, borrowing or other similar type of policy or restriction to which
the Borrower is subject or of any agreement, instrument, judgment, decree,
order, statute, rule or governmental regulation applicable to the Borrower, or
result in the creation of any mortgage, lien, charge or encumbrance upon any of
the properties or assets of the Borrower pursuant thereto. The Borrower is not
in violation of any material term of its Prospectus or of its charter, articles
of association, declaration of trust or bylaws, or of any investment, borrowing
or other similar type of policy or restriction to which the Borrower is subject
or of any material term of any material agreement or instrument to which it is a
party, or, to the best of the Borrower's knowledge, of any judgment, decree,
order, statute, rule or governmental regulation applicable to it, the violation
of which could, either in any case or in the aggregate, adversely effect the
ability of the Borrower to continue its present business or to perform its
obligations hereunder or under the other Loan Documents.

      Section 7.05.  SEC COMPLIANCE; ETC. Without limiting the scope of
Section 7.04, the Borrower is in compliance with all federal and state
securities or similar laws and regulations, including but not limited to all
material rules, regulations and administrative orders of the SEC and applicable
state blue sky authorities, and with all statutory and regulatory requirements
of any other applicable jurisdiction, except where the failure to so comply is
not reasonably likely to result in a Material Adverse Effect. The Borrower is
not in violation of Section 18 of the Investment Company Act. To the best of its
knowledge, the Borrower is not in violation of any other provision of the
Investment Company Act, except insofar as such violation would not result in a
Material Adverse Effect. The Borrower has filed all reports with the SEC that
are required of it.

      Section 7.06.  BINDING EFFECT. This Agreement and the other Loan Documents
have been duly executed and delivered by or on behalf of the Borrower, and
constitute valid and binding obligations of the Borrower enforceable in
accordance with their respective terms.

      Section 7.07.  GOVERNMENTAL CONSENT. Except for any routine filings
required under federal and state securities laws, the Borrower is not required
to obtain any order, consent, approval or authorization of, or required to make
any declaration or filing with, any governmental authority in connection with
the execution and delivery of this Agreement.

      Section 7.08.  REGULATION U; ETC. None of the proceeds of any Loan will be
used, directly or indirectly, by the Borrower for any purpose which might cause
this Agreement to


                                      -27-
<PAGE>

violate Regulation U (12 CFR Part 221) or any other regulation of the Board or
the Securities Exchange Act of 1934. If requested by any Bank, the Borrower will
promptly furnish the Bank with a statement in conformity with the requirements
of Federal Reserve Form F.R. U-1 referred to in said Regulation U.

      Section 7.09.  RELATIONSHIP WITH INVESTMENT ADVISER. Warburg Pincus Asset
Management, Credit Suisse Asset Management or ACM, or an Affiliate of any
thereof, serves as the Investment Adviser for the Borrower.

      Section 7.10.  RELATIONSHIP WITH CUSTODIAN. Either State Street Bank, CTC,
BBH&Co, PFPC Trust or an entity referred to in Section 14.02(b) hereof serves as
the Custodian for the Borrower.

      Section 7.11.  INVESTMENT COMPANY STATUS. The Borrower is an investment
management company (or a Portfolio thereof) duly and validly registered as such
under the Investment Company Act and bound by the provisions thereof.

      Section 7.12.  AFFILIATED PERSONS. To the best of the Borrower's
knowledge, the Borrower is not an "Affiliated Person" (as defined in the
Investment Company Act) of the Operations Agent or any Bank.

      Section 7.13.  ERISA. The Borrower has met the minimum funding
requirements of ERISA with respect to any employee benefit plans subject to
ERISA. No event has occurred resulting from the Borrower's failure to comply
with ERISA that is reasonably likely to result in Borrower's incurring any
liability that could have a Material Adverse Effect.

      Section 7.14.  TAXES. The Borrower has filed all material tax returns
required to be filed, and has paid, or has made adequate provision for the
payment of, all taxes reflected therein.

      Section 7.15.  GOOD TITLE TO PROPERTIES. The Borrower has good and
marketable title to its properties and assets, subject to no Liens of any kind,
except such as are permitted under Section 9.03 hereof.

      Section 7.16.  SUBSIDIARIES. The Borrower has no Subsidiaries.

      Section 7.17.  NO DEFAULT. No Default under this Agreement has occurred
and is continuing.

      Section 7.18.  YEAR 2000 COMPLIANCE. The Borrower is taking steps (a)
believed by it in good faith to be reasonably designed to address the risk that
critical computer systems and equipment containing embedded microchips that it
uses relating to its operations may be unable to process properly and calculate
date-related information and data from and after January 1, 2000 (the "YEAR 2000
PROBLEM"), and (b) to obtain assurances deemed reasonable by the Borrower that
its material service providers (in each case, excluding the Banks and the
Operations Agent) are taking reasonable steps to address the Year 2000 Problem.
The Borrower will deliver to the Operations Agent at the date of the delivery of
this Agreement in accordance with Section 6.01 its current Year 2000 Readiness
Disclosure issued pursuant to the Year 2000 Information and Readiness Disclosure
Act of 1998 (Pub.Law 105-271), and, thereafter, until the


                                      -28-
<PAGE>

Expiration Date, will deliver promptly to the Operations Agent each materially
revised copy of such statement. The Borrower reasonably expects that the effects
of the Year 2000 Problem should not result in an Event of Default with respect
to the Borrower or in a material adverse effect on its business, assets,
operations, prospects or condition (financial or otherwise). In addition, the
Borrower agrees to notify the Operations Agent promptly if it has reason to
believe that either an Event of Default with respect to the Borrower or a
material adverse effect on its business, assets, operations, prospects or
condition (financial or otherwise) is likely to result from a Year 2000 Problem
with respect to the Borrower or its material service providers (in each case,
excluding the Banks and the Operations Agent).

      Section 7.19.  FULL DISCLOSURE. Neither the Schedules nor Exhibits hereto,
nor any certificate, statement, report or other document furnished to the
Operations Agent or the Banks by or on behalf of the Borrower in connection
herewith or in connection with any transaction contemplated hereby, nor this
Agreement nor any other Loan Document contains, at the time furnished, when
taken as a whole, any untrue statement of a material fact or omits to state any
material fact necessary in order to make the statements contained therein not
misleading.

                      ARTICLE VIII. AFFIRMATIVE COVENANTS

      Each Borrower agrees that, so long as any amounts are owing with respect
to Loans or otherwise pursuant to this Agreement or, if no such amount is owing,
so long as the Commitments shall be in effect with respect to the Borrower;
PROVIDED that, where appropriate, the reference herein to "the Borrower" shall
be deemed to be a reference to the Investment Company of which such Borrower is
a Portfolio:

      Section 8.01.  FINANCIAL STATEMENTS; ETC. The Borrower will furnish or
cause to be furnished to the Operations Agent (with sufficient copies for itself
and the other Banks):

           (a)   As soon as available and in any event within ninety (90) days
after the end of each fiscal year of the Borrower, a statement of assets and
liabilities (or statement of net assets, as applicable) of the Borrower as at
the end of such fiscal year, a statement of operations for such fiscal year, a
statement of changes in net assets for such fiscal year and the preceding fiscal
year, a portfolio of investments as at the end of such fiscal year and the per
share and other data for such fiscal year prepared in accordance with regulatory
requirements, and all reported on in a manner acceptable to the SEC by
independent certified public accountants of recognized standing. Such financial
statements shall in each instance be accompanied by a statement signed by the
President, Treasurer or Assistant Treasurer of the Borrower to the effect that
he(she) has no knowledge of any existing Default with respect to such Borrower,
or if he(she) has such knowledge, specifying such event or condition and its
period of existence and what action such Borrower has taken or proposes to take
with respect thereto;

           (b)   As soon as available and in any event within sixty (60) days
after the close of the first six-month period of each fiscal year of the
Borrower, a statement of assets and liabilities (or statement of net assets, as
applicable) as at the end of such six-month period, a statement of operations
for such six-month period, a statement of changes in net assets for such
six-month period and a portfolio of investments as at the end of such six-month
period, all prepared in accordance with regulatory requirements and all
certified (subject to normal year end


                                      -29-
<PAGE>


adjustments) as to fairness of presentation, GAAP and consistency by the
President, Treasurer or Assistant Treasurer of the Borrower. Such financial
statements shall in each instance also be accompanied by a statement signed by
such officer to the effect that he(she) has no knowledge of any existing Default
with respect to the Borrower, or if he(she) has such knowledge, specifying such
event or condition and its period of existence and what action the Borrower has
taken or proposes to take with respect thereto;

           (c)   The Borrower's annual report to shareholders and Prospectus,
when given to the Borrower's Shareholders; and

           (d)   At the time of any request for a Loan hereunder, a Borrowing
Request from such Borrower in the form of EXHIBIT A or B annexed hereto, as
appropriate, setting forth the information required thereunder as of the close
of business on the previous business day of such Borrower. In addition, on any
Banking Day thereafter when any Loans are outstanding to the Borrower, each Bank
shall have the right to request by 12:00 noon (Boston time) a report in the form
of EXHIBIT E hereof (a "DAILY VALUATION REPORT") setting forth the value of the
Borrower's portfolio securities and the value of the Borrower's Total Assets and
Net Assets as of the close of business on the previous business day of the
Borrower, which report shall be provided by the Borrower to a requesting Bank as
soon as available and in any event not later than 2:00 p.m. (Boston time) on the
date such request is made.

           (e)   Upon the occurrence of a Default hereunder, prompt written
notice thereof.

      The Borrower will also furnish or cause to be furnished to the Operations
Agent and each Bank such other information regarding the business, affairs and
condition of the Borrower as the Operations Agent and the Banks may from time to
time reasonably request. The Borrower will permit the Operations Agent and any
Bank to inspect the books and any of the properties or assets of the Borrower at
such reasonable times and, except if a Default has occurred and is continuing,
upon reasonable prior notice, as the Operations Agent or such Bank may from time
to time request. The Operations Agent and the Banks agree to provide to each
Borrower's independent public accountants such verifications of the Commitments,
the Loans and related matters as the accountants shall reasonably request in
connection with the audit of the Borrower.

      Section 8.02.  Legal Existence; Compliance with Laws; Etc. The Borrower
will:

           (a)   maintain its legal existence and business, PROVIDED, HOWEVER,
that nothing contained in this Section 8.02 shall prohibit the merger or
consolidation of the Borrower with or into another Person upon written notice
thereof to the Banks, subject to the provisions of Section 14.02 hereof and the
additional requirement that the surviving entity (if not previously a Borrower)
be admitted as such in accordance with Article XIII hereof, and FURTHER PROVIDED
that the surviving entity assumes all of the obligations of the Borrower under
this Agreement, including, without limitation, the obligations of the Borrower
with respect to any Loans outstanding to the Borrower at the time of such merger
or consolidation;

           (b)   maintain all properties which are reasonably necessary for the
conduct of its business, now or hereafter owned, in good repair, working order
and condition;


                                      -30-
<PAGE>

           (c)   take all actions necessary to maintain and keep in full force
and effect its rights and franchises, except where the failure to do so is not
reasonably likely to result in a Material Adverse Effect;

           (d)   comply in all material respects with all of its investment
policies and restrictions;

           (e)   comply in all respects with the provisions of its Prospectus,
its charter, articles of association, declaration of trust and bylaws, as
applicable, and all agreements and instruments by which it or any of its
property or assets may be affected or bound, except where the failure to do so
is not reasonably likely to result in a Material Adverse Effect;

           (f)   comply with the minimum funding requirements of ERISA with
respect to any employee benefit plans subject to ERISA; and

           (g)   except where the failure to do so is not reasonably likely to
result in a Material Adverse Effect, comply with all applicable statutes, rules,
regulations and orders of, and all applicable restrictions imposed by, all
governmental authorities in respect of the conduct of its business and the
ownership of its properties, including, but not limited to the Investment
Company Act; PROVIDED that the Borrower shall not be required by reason of this
section to comply therewith at any time while the Borrower shall be contesting
its obligations to do so in good faith by appropriate proceedings promptly
initiated and diligently conducted, and if it shall have set aside on its books
such reserves, if any, with respect thereto as are required by GAAP and deemed
adequate by the Borrower and its independent public accountants.

      Section 8.03.  FURTHER ASSURANCES. From time to time hereafter, the
Borrower will execute and deliver, or will cause to be executed and delivered,
such additional instruments, certificates or documents, and will take all such
actions, as the Operations Agent or any Bank may reasonably request, for the
purposes of implementing or effectuating the provisions of this Agreement. Upon
the exercise by the Operations Agent or any Bank of any power, right, privilege
or remedy pursuant to this Agreement which requires any consent, approval,
registration, qualification or authorization of any governmental authority or
instrumentality, the Borrower will execute and deliver, or will cause the
execution and delivery of, all applications, certifications, instruments and
other documents and papers that the Operations Agent or such Bank may be
required to obtain for such governmental consent, approval, registration,
qualification or authorization.

      Section 8.04.  INVESTMENT COMPANY STATUS. The Borrower will maintain its
status as an Investment Company or a Portfolio of an Investment Company
registered under the Investment Company Act.

      Section 8.05.  USE OF PROCEEDS. The Borrower will use the proceeds of
Loans only for the purposes specified in Section 4.08.

      Section 8.06.  INSURANCE. The Borrower will maintain or cause to be
maintained with financially sound and reputable insurance companies, policies
with respect to its properties and business against at least such risks (and
with no greater risk retentions) and in at least such amounts as are customary
in the case of registered investment management companies engaged


                                      -31-
<PAGE>

in similar securities activities of comparable size and financial strength, and
will furnish to the Banks and the Operations Agent, upon request, information
presented in reasonable detail as to the insurance so carried.

                         ARTICLE IX. NEGATIVE COVENANTS

      Each Borrower agrees that, so long as any amounts are owing with respect
to Loans or otherwise pursuant to this Agreement or, if no such amount is owing,
so long as the Commitments shall be in effect with respect to the Borrower:

      Section 9.01.  Asset Coverage.

           (a)   The Borrower will not borrow amounts in excess of the lowest of
(i) the percentage of the Borrower's Net Assets or Total Assets, as the case may
be, constituting the borrowing limit, as set forth in the Borrower's Prospectus,
as the same may be amended and in effect from time to time (it being
specifically acknowledged that, as of the date of this Agreement, permitted
indebtedness for each of Warburg Pincus Emerging Growth Fund, Inc., Warburg
Pincus International Equity Fund, Inc., and Warburg Pincus Capital Appreciation
Fund is limited to 10% of their respective Net Assets), or as may be set forth
in a vote adopted by the Shareholders of the Borrower, (ii) the amount permitted
to be borrowed by the Borrower under the Investment Company Act, and (iii) the
percentage of the Borrower's Net Assets or Total Assets, as the case may be,
specified as the borrowing limit for the Borrower in any agreement binding upon
the Borrower or its assets with any foreign, federal, state, or local securities
division to which the Borrower is subject.

           (b)   The aggregate Indebtedness of the Borrower in respect of Loans
shall at no time exceed (i) 33-1/3% of the Borrower's Net Assets, in the case of
any Borrower that is a Domestic Fund, (ii) 25% of the Borrower's Net Assets, in
the case of Warburg Pincus High Yield Fund, Inc., Warburg Pincus Post Venture
Capital Fund, Inc., Warburg Pincus Global Post Venture Capital Fund, Inc.,
Warburg Pincus Post Venture Capital Portfolio of Warburg Pincus Trust, and Post
Venture Capital Portfolio of Warburg Pincus Institutional Fund, Inc., and any
Borrower that is an International Fund, or (iii) 20% of the Borrower's Net
Assets, in the case of any Borrower that is a Restricted Fund.

      The lesser of the amounts determined with respect to the Borrower pursuant
to paragraphs (a) and (b) of this Section 9.01 is sometimes referred to herein
as the Borrower's Borrowing Base.

      Section 9.02.  INDEBTEDNESS. The Borrower will not, directly or
indirectly, incur or permit to exist or remain outstanding any Indebtedness to
any Person, nor will the Borrower issue any preferred stock or other "senior
security" (as defined in the Investment Company Act) to any Person; PROVIDED,
HOWEVER, that the Borrower may incur or permit to exist or remain outstanding:

           (a)   Indebtedness of the Borrower to the Banks arising under this
Agreement or the other Loan Documents;


                                      -32-
<PAGE>

           (b)   Indebtedness in respect of taxes, assessments and other
governmental charges to the extent that payment thereof shall not at the time be
required to be made in accordance with the provisions of Section 9.03(b) hereof;

           (c)   Indebtedness in respect of Financial Contracts arising in the
ordinary course of business, but only to the extent that such Indebtedness is
(i) permitted by the provisions of the Borrower's Prospectus, and (ii) reflected
in the calculation of the Borrower's Net Assets; and

           (d)   Indebtedness of the Borrower to its Custodian in respect of
overdrafts incurred in the ordinary course of business.

      Section 9.03.  MORTGAGES; LIENS; ETC. The Borrower will not, directly or
indirectly, create, incur, assume or suffer to exist, any mortgage, lien, charge
or encumbrance on, or security interest in, or pledge of, or conditional sale or
other title retention agreement (collectively, "LIENS") on any of the securities
or other assets owned by the Borrower except:

           (a)   Liens arising in the ordinary course of the Borrower's business
out of or in connection with Financial Contracts, but only to the extent that
the same are permitted by the provisions of the Borrower's Prospectus;

           (b)   Liens for taxes not yet delinquent or that are being contested
in good faith; Liens in connection with workmen's compensation, unemployment
insurance or other social security obligations; and other Liens or encumbrances
incidental to the conduct of the business of the Borrower or to the ownership of
its properties or assets, which were not incurred in connection with the
borrowing of money or the obtaining of credit and which do not materially
detract from the value of the properties or assets of the Borrower or materially
affect the use thereof in the operation of its business;

           (c)   Judgment liens in the aggregate at any time outstanding for an
amount not in excess of five percent (5%) of the Borrower's Total Assets
(exclusive of amounts covered by available insurance), provided that each such
Lien is discharged or the execution thereof is stayed pending appeal within
thirty (30) days after the attachment of such Lien or such Lien is discharged
within thirty (30) days after the expiration of any such stay;

           (d)   Liens granted to the Custodian of the Borrower's securities
pursuant to the custodianship agreement between the Custodian and the Borrower
solely as security for the Borrower's obligations to the Custodian under such
agreement, as in effect from time to time.

      Section 9.04.  CHANGE OF INVESTMENT OBJECTIVES, ETC. The Borrower will not
amend or otherwise modify its investment objectives or its fundamental
investment policies or limits or restrictions thereon as in effect on the date
of this Agreement without the prior written consent of the Banks and the
Operations Agent, which consent shall not be unreasonably withheld.

                         ARTICLE X. DEFAULTS; REMEDIES

      Section 10.01. EVENTS OF DEFAULT; ACCELERATION. If any of the following
events (each an "EVENT OF DEFAULT") shall occur with respect to any Borrower:


                                      -33-
<PAGE>

           (a)   Such Borrower (i) shall default in the payment of principal of
any Loan, interest accrued thereon or fee due hereunder after the same becomes
due and payable, whether at maturity or by acceleration or otherwise, or (ii)
shall default in the payment of any other amount due hereunder after the same
becomes due and payable; or

           (b)   Such Borrower shall default in the performance of or compliance
with any term contained in Sections 9.01(a) or 9.01(b) and such default shall
have continued for more than three (3) Banking Days, or such Borrower shall
default in the performance of or compliance with any term contained in Sections
8.02(d), 8.02(e), 8.02(g), 8.05, 9.02, 9.03 or 9.04; or

           (c)   Such Borrower shall default in the performance of or compliance
with any term contained herein other than those expressly referred to in this
Section 10.01, and such default shall not have been remedied within five (5)
Banking Days after written notice thereof shall have been given to such Borrower
by the Operations Agent; or

           (d)   Such Borrower shall default in the performance of, or
compliance with, any material term contained in any other written agreement with
the Operations Agent or any Bank pertaining to this Agreement or such Borrower's
Loans, and such default shall continue for more than the period of grace, if
any, specified therein and shall not have been waived pursuant thereto; or

           (e)   Any representation, warranty certification or statement made or
deemed made by such Borrower in this Agreement or in any certificate, financial
statement or other document delivered pursuant hereto shall prove to have been
false or incorrect in any material respect when made; or

           (f)   Except as otherwise provided in this Section 10.01, such
Borrower shall default in any payment due on Indebtedness for borrowed money or
the deferred purchase price of property, the aggregate outstanding principal
amount of which is in excess of five percent (5%) of such Borrower's Total
Assets, and such default shall continue for more than the period of grace, if
any, applicable thereto and shall not have been waived pursuant thereto and
shall permit the holder of such Indebtedness to declare such Indebtedness due
and payable before its stated maturity, or in the performance of or compliance
with any term of any evidence of such Indebtedness or of any mortgage, indenture
or other agreement relating thereto, and any such default shall continue for
more than the period of grace, if any, specified therein and shall not have been
waived pursuant thereto and shall permit the holder of such Indebtedness to
declare such Indebtedness due and payable before its stated maturity, unless
such Borrower shall be contesting such payment or obligation in good faith by
appropriate proceedings promptly initiated and diligently conducted and such
Borrower shall have set aside on its books such reserves, if any, with respect
thereto as are required by GAAP and deemed appropriate by such Borrower and its
independent public accountants, PROVIDED, that no Event of Default pursuant to
paragraphs (b) or (i) of this Section 10.01 shall have occurred and be
continuing as a result of such claim having been asserted in respect of such
Indebtedness; or

           (g)   Such Borrower shall discontinue its business (other than in
connection with a permitted merger or consolidation of such Borrower) or shall
make an assignment for the benefit of creditors, or shall fail generally to pay
its debts as such debts become due, or shall


                                      -34-
<PAGE>

apply for or consent to the appointment of or taking possession by a trustee,
receiver or liquidator (or other similar official) of such Borrower or any
substantial part of the property or assets of such Borrower or shall commence a
case or have an order for relief entered against it under the federal bankruptcy
laws, as now or hereafter constituted, or any other applicable federal or state
bankruptcy, insolvency or other similar law, or if any action shall be taken to
dissolve or liquidate such Borrower (other than in connection with a permitted
merger or consolidation of such Borrower); or

           (h)   If, within sixty (60) days after the commencement against such
Borrower of a case under the federal bankruptcy laws, as now or hereafter
constituted, or any other applicable federal or state bankruptcy, insolvency or
other similar law, such case shall have been consented to or shall not have been
dismissed or all orders or proceedings thereunder affecting the operations or
the business of such Borrower stayed, or if the stay of any such order or
proceeding shall thereafter be set aside, or if within sixty (60) days after the
entry of a decree appointing a trustee, receiver or liquidator (or other similar
official) of such Borrower or any substantial part of the property of such
Borrower such appointment shall not have been vacated; or

           (i)   A final judgment which, together with other outstanding final
judgments against such Borrower, exceeds an amount in the aggregate equal to
five percent (5%) of such Borrower's Total Assets (exclusive of amounts covered
by available insurance) shall be rendered against such Borrower and if, within
thirty (30) days after entry thereof, such judgment shall not have been
discharged or execution thereof stayed pending appeal, or if, within thirty (30)
days after the expiration of any such stay, such judgment shall not have been
discharged; or

           (j)   Such Borrower or any member of the Controlled Group shall fail
to pay when due an amount or amounts aggregating in excess of $500,000 which it
is obligated to pay to the PBGC or to a Plan under Title IV of ERISA; or a
notice of intent to terminate a Plan or Plans having aggregate Unfunded
Liabilities in excess of $500,000 shall be filed under Title IV of ERISA by such
Borrower or any member of the Controlled Group, any plan administrator or any
combination of the foregoing; or the PBGC shall institute proceedings under
Title IV of ERISA to terminate or to cause a trustee to be appointed to
administer any such Plan or Plans or a proceeding shall be instituted by a
fiduciary of any such Plan or Plans against such Borrower or any member of the
Controlled Group to enforce Sections 515 or 4219(c)(5) of ERISA; or a condition
shall exist by reason of which the PBGC would be entitled to obtain a decree
adjudicating that any such Plan or Plans must be terminated; or there shall
occur a complete or partial withdrawal from, or a default, within the meaning of
Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans
which could cause such Borrower or one or more members of the Controlled Group
to incur a current payment obligation in excess of $500,000; or

           (k)   Such Borrower shall cease to be an investment management
company (or a Portfolio thereof) registered under the Investment Company Act,
or such Borrower's registration under the Investment Company Act, or that of
any Borrower Agent of such Borrower, shall lapse or be suspended;

then, and in any such event, and at any time thereafter, if any Event of Default
shall then be continuing with respect to such defaulting Borrower, (i) in the
case of any Event of Default


                                      -35-
<PAGE>

specified in paragraphs (g) and (h) above, the Commitments as to such defaulting
Borrower shall thereupon automatically be terminated and the principal of and
accrued interest on the Loans shall automatically become due and payable without
presentment, demand, protest or other notice or formality of any kind, all of
which are hereby expressly waived, and (ii) in the case of any other Event of
Default specified above, either or both of the following actions may be taken:
the Operations Agent may, and upon the written or telephonic (confirmed in
writing) request of the Majority Banks shall, by written notice to such
defaulting Borrower (A) declare the principal of and accrued interest in respect
of such defaulting Borrower's Loans to be forthwith due and payable, whereupon
the principal of and accrued interest in respect of such Loans shall become
forthwith due and payable without presentment, demand, protest or other notice
of any kind, all of which are hereby expressly waived by such Borrower, and/or
(B) terminate the Commitments as to such defaulting Borrower, whereupon the
Commitments of the Banks to make Committed Credit Loans hereunder to such
defaulting Borrower shall forthwith terminate without any other notice of any
kind and the percentages of the Commitment Fee and other fees and expenses
otherwise payable by such defaulting Borrower hereunder accruing from and after
the date of termination shall be reallocated among the remaining Borrowers PRO
RATA on the basis of the percentages set forth opposite such remaining
Borrowers' names on SCHEDULE 1, as in effect at the time of such termination.

      Section 10.02. REMEDIES ON DEFAULT; ETC. In case any one or more Events of
Default shall occur and be continuing with respect to a Borrower, the Operations
Agent and each Bank (acting in accordance with the determination of the Majority
Banks) may proceed in respect of such Borrower only to protect and enforce their
respective rights by an action at law, suit in equity or other appropriate
proceeding, whether for the specific performance of any agreement contained
herein, or for an injunction against a violation of any of the terms hereof, or
in aid of the exercise of any power granted hereby or by law. In case of a
default by a Borrower in the payment of any principal of or interest on any
Loan, or in the payment of any fee due hereunder, such Borrower will pay to the
Operations Agent and the Banks such further amount as shall be sufficient to
cover the cost and expense of collection, including, without limitation,
reasonable attorneys' fees, expenses and disbursements solely to the extent
related to the expense of collection of the principal of and interest on the
Loans, and fees payable by, such Borrower and not of any other Borrower. No
course of dealing and no delay on the part of the Operations Agent or any Bank
in exercising any right shall operate as a waiver thereof or otherwise prejudice
the Operations Agent's or the Bank's rights. No right conferred hereby upon the
Operations Agent or any Bank shall be exclusive of any other right referred to
herein or now or hereafter available at law, in equity, by statute or otherwise.

                           ARTICLE XI. SETOFFS; ETC.

      Each Borrower hereby agrees that upon the occurrence of an Event of
Default hereunder with respect to such Borrower, such Event of Default not
having been previously remedied or cured, any Indebtedness from the Operations
Agent or any Bank to such Borrower may be offset and applied toward the payment
of any Indebtedness from such Borrower to the Operations Agent or such Bank,
whether or not such Indebtedness, or any part thereof shall then be due. In
addition to the obligations of the Banks under Section 4.11 hereof, each Bank
agrees with each other Bank that if an amount to be setoff is to be applied to
Indebtedness of a Borrower to such Bank other than Indebtedness to such Bank
evidenced by this Agreement, such setoff amount


                                      -36-
<PAGE>

shall be applied ratably to such other Indebtedness and to the Indebtedness
evidenced by this Agreement; PROVIDED that the agreement to apportion such
setoff amounts shall not apply to fees and other Indebtedness arising under or
in respect of any custodian agreement between a Bank and a Borrower.

        ARTICLE XII. THE OPERATIONS AGENT AND RELATIONS AMONG THE BANKS

      Section 12.01. APPOINTMENT OF OPERATIONS AGENT; POWERS AND IMMUNITIES.
Each Bank hereby irrevocably appoints and authorizes the Operations Agent to act
as its agent hereunder with such powers as are expressly delegated to the
Operations Agent by the terms of this Agreement, together with such other powers
as are reasonably incidental thereto. The Operations Agent shall not have any
duties or responsibilities or any fiduciary relationship with any Bank except
those expressly set forth in this Agreement. Neither the Operations Agent nor
any of its Affiliates shall be responsible to the Banks for any recitals,
statements, representations or warranties made by any Borrower or any other
Person whether contained in this Agreement or otherwise or for the value,
validity, effectiveness, genuineness, enforceability or sufficiency of this
Agreement or any other document referred to or provided for herein or for any
failure by any Borrower or any other Person to perform its obligations hereunder
or thereunder. The Operations Agent may employ agents and attorneys-in-fact
selected by it with reasonable care. Neither the Operations Agent nor any of its
directors, officers, employees or agents shall be responsible for any action
taken or omitted to be taken by it or them hereunder or in connection herewith,
except for its or their own gross negligence or willful misconduct. The
Operations Agent in its separate capacity as a Bank shall have the same rights
and powers hereunder as any other Bank.

      Section 12.02. RELIANCE BY OPERATIONS AGENT. The Operations Agent shall be
entitled to rely upon any certificate, notice or other document (including any
facsimile thereof) believed by it to be genuine and correct and to have been
signed or sent by or on behalf of the proper Person or Persons, and upon advice
and statements of legal advisers, independent accountants and other experts
selected by the Operations Agent. As to any matters not expressly provided for
in this Agreement or in any other document referred to herein, the Operations
Agent shall in all cases be fully protected in acting, or in refraining from
acting, in accordance with the written instructions of the Majority Banks, and
such instructions of the Majority Banks and any action taken or failure to act
pursuant thereto shall be binding on all of the Banks.

      Section 12.03. INDEMNIFICATION. Without limiting the obligations of the
Borrowers hereunder, including under Sections 2.04(c), 3.03(c) and 15.12, the
Banks agree to indemnify the Operations Agent, ratably in accordance with their
Facility Percentages, for any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind or nature whatsoever which may at any time (including, without limitation,
at any time following the termination of the Commitments) be imposed on,
incurred by or asserted against the Operations Agent in any way relating to or
arising out of this Agreement or any documents contemplated by or referred to
herein or therein or the transactions contemplated hereby or thereby or the
enforcement of any of the terms hereof or thereof or of any such other
documents; PROVIDED that no Bank shall be liable for any of the foregoing if
they arise solely from the Operations Agent's gross negligence or willful
misconduct.


                                      -37-
<PAGE>

      Section 12.04. DOCUMENTS. Without in any way limiting the obligation of
the Borrowers to provide documents directly to each Bank hereunder, the
Operations Agent will forward to each Bank, promptly after the Operations
Agent's receipt thereof, a copy of each document furnished to the Operations
Agent for such Bank hereunder.

      Section 12.05. NON-RELIANCE ON OPERATIONS AGENT AND OTHER BANKS. Each Bank
represents that it has, independently and without reliance on the Operations
Agent or any other Bank, and based upon such documents and information as it has
deemed appropriate, made its own appraisal of the financial condition and
affairs of the Borrowers and decision to enter into this Agreement and agrees
that it will, independently and without reliance upon the Operations Agent or
any other Bank, and based upon such documents and information as it shall deem
appropriate at the time, continue to make its own appraisals and decisions in
taking or not taking action under this Agreement. The Operations Agent shall not
be required to keep informed as to the performance or observance by any Borrower
of this Agreement or any other document referred to or provided for herein or to
make inquiry of, or to inspect the properties or books of any Person. Except for
notices, reports and other documents and information expressly required to be
furnished to the Banks by the Operations Agent hereunder, the Operations Agent
shall not have any duty or responsibility to provide any Bank with any credit or
other information concerning any Person which may come into the possession of
the Operations Agent or any of its Affiliates. Each Bank shall have access to
all documents relating to the Operations Agent's performance of its duties
hereunder, at such Bank's request. Unless any Bank shall promptly object to any
action taken by the Operations Agent hereunder, such Bank shall conclusively be
presumed to have approved the same.

      Section 12.06. RESIGNATION OR REMOVAL OF OPERATIONS AGENT. The Operations
Agent may resign at any time by giving sixty (60) days' prior written notice
thereof to the Banks and the Borrowers. Upon any such resignation, the Majority
Banks shall have the right to appoint a successor Operations Agent with the
approval of the Borrowers (which approval shall not be unreasonably withheld or
delayed). If no successor Operations Agent shall have been so appointed by the
Majority Banks and shall have accepted such appointment within thirty (30) days
after the retiring Operations Agent's giving of notice of resignation, then the
Borrowers may appoint a successor Operations Agent, which shall be a commercial
banking institution organized or licensed under the laws of the United States of
America or any state thereof, and having a combined capital and surplus of at
least $100,000,000. Upon the acceptance of any appointment as Operations Agent
hereunder by a successor Operations Agent, such successor Operations Agent shall
thereupon succeed to and become vested with all the rights, powers, privileges
and duties of the retiring Operations Agent, and the retiring Operations Agent
shall be discharged from its duties and obligations hereunder. After any
retiring Operations Agent's resignation, the provisions of this Article XII
shall continue in effect for its benefit in respect of any actions taken or
omitted to be taken by it while it was acting as Operations Agent. In the event
of a material breach of its duties hereunder, the Operations Agent may be
removed by the Majority Banks for cause and the provisions of this Section 12.06
shall apply to the appointment of a successor.

      Section 12.07. DELINQUENT BANKS. Notwithstanding anything to the contrary
contained in this Agreement or any of the other Loan Documents, any Bank that
fails (i) to make available to the Operations Agent its PRO RATA share of any
Loan, or (ii) to comply with the provisions of


                                      -38-
<PAGE>

Section 4.11 or Article XI hereof with respect to making dispositions and
arrangements with the other Banks, where such Bank's share of any payment
received, whether by setoff or otherwise, is in excess of its PRO RATA share of
such payments due and payable to all of the Banks, in each case as, when and to
the full extent required by the provisions of this Agreement, shall be deemed
delinquent (a "DELINQUENT BANK"), and shall be deemed a Delinquent Bank until
such time as such delinquency is satisfied. A Delinquent Bank shall be deemed to
have assigned any and all payments due to it from a Borrower, whether on account
of outstanding Loans, interest, fees or otherwise, to the remaining
nondelinquent Banks for application to, and reduction of, their respective PRO
RATA shares of all outstanding Loans to such Borrower. The Delinquent Bank
hereby authorizes the Operations Agent to distribute such payments to the
nondelinquent Banks in proportion to their respective PRO RATA shares of all
outstanding Loans to such Borrower. A Delinquent Bank shall be deemed to have
satisfied in full a delinquency when and if, as a result of application of the
assigned payments to all outstanding Loans of the nondelinquent Banks, the
Banks' respective PRO RATA shares of all outstanding Loans to such Borrower have
returned to those in effect immediately prior to such delinquency and without
giving effect to the nonpayment causing such delinquency.

                       ARTICLE XIII. ADDITIONAL BORROWERS

      Other Investment Companies (or Portfolios of Investment Companies), in
addition to those Borrowers listed on SCHEDULE 1, may, with the written approval
of the Operations Agent and the Banks, become parties to this Agreement and be
deemed Borrowers for all purposes of this Agreement by executing an instrument
substantially in the form of EXHIBIT F hereto (with such changes therein as may
be approved by the Operations Agent and the Banks), which instrument shall (i)
have attached to it a copy of this Agreement (as the same may have been amended)
with a revised SCHEDULE 1 reflecting the participation of such additional
Investment Company (or Portfolio of an Investment Company) and any prior
revisions to SCHEDULE 1 effected in accordance with the terms hereof and (ii) be
accompanied by the documents and instruments required to be delivered by such
additional Borrower pursuant to Section 6.01 hereof, including, without
limitation, an opinion of counsel for such additional Borrower, in the form of
EXHIBIT G, satisfactory to the Operations Agent and the Banks.

      No Investment Company (or Portfolio of an Investment Company) shall be
admitted as a party to this Agreement as a Borrower unless at the time of such
admission and after giving effect thereto: (i) the representations and
warranties set forth in Article VII hereof shall be true and correct with
respect to such additional Borrower; (ii) such additional Borrower shall be in
compliance in all material respects with all of the terms and provisions set
forth herein on its part to be observed or performed at the time of the
admission and after giving effect thereto; and (iii) no Default with respect to
such additional Borrower shall have occurred and be continuing.

      Notwithstanding the foregoing, the Operations Agent and the Banks shall be
required to consider such requests for admission no more frequently than once in
any calendar quarter.

                       ARTICLE XIV. TERM AND TERMINATION

      Section 14.01. TERM AND TERMINATION OF AGREEMENT. This Agreement and the
Commitments shall continue for an initial term of 364 days from the date of this
Agreement,


                                      -39-
<PAGE>

unless terminated earlier in accordance herewith, and may, at the discretion of
the Banks, be renewed for successive terms of 364 days as hereinafter provided.
The Operations Agent, on behalf of the Banks, shall notify the Borrower Agents
in writing not less than forty-five (45) days prior to the expiration of any
such term (an "EXPIRATION DATE") whether or not all of the Banks are willing to
renew the Commitments hereunder, and, if not, shall provide a list of the Banks
which are willing to renew their respective Commitments hereunder and the amount
of such Commitments (each a "RENEWAL NOTICE"). In the event that all, or any
portion, of the Banks are willing to renew their respective Commitments
hereunder, then with the concurrence of the Borrowers, this Agreement and the
Commitments so renewed shall continue for an additional term of 364 days, unless
terminated earlier in accordance herewith, with such modifications hereto as may
be required to evidence any change in the actual amount of Commitments being
renewed. If the Operations Agent does not furnish a Renewal Notice to the
Borrower Agents at least 45 days prior to any Expiration Date as aforesaid, the
Commitments and the Banks' obligations to make Loans hereunder shall terminate
on such Expiration Date and this Agreement shall terminate and be of no further
force and effect except for (i) the obligations of the Borrowers to pay any and
all of their obligations incurred hereunder or in respect hereof (including the
payment of the entire unpaid principal of and accrued interest on the Loans and
the payment in full of all fees and expenses provided for herein), (ii) the
indemnification obligations of the Borrowers hereunder with respect to Loans
made by, or other actions taken by, the Banks or the Operations Agent to, or in
respect of, the Borrowers prior to the Expiration Date, and (iii) the rights of
the Borrowers pursuant to Section 5.01(c) hereof to be reimbursed costs, if any,
recovered by the Banks.

      Section 14.02. TERMINATION AS TO A BORROWER. Each Borrower, acting through
its Borrower Agent, shall give the Operations Agent not less than thirty (30)
days' prior written notice (with sufficient copies for itself and the other
Banks) of the occurrence of any of the following events, which notice shall
specify the nature of the event in question, unless such Borrower shall not have
known more than thirty (30) days in advance that such event was to occur, in
which case the Borrower Agent shall give the Operations Agent written notice of
such event (with sufficient copies for itself and the other Banks) promptly
after such Borrower first obtains knowledge of its occurrence:

           (a)   A change by such Borrower which results in Warburg Pincus Asset
Management, Credit Suisse Asset Management, ACM or an Affiliate of any thereof
not being retained as Investment Adviser;

           (b)   A change by such Borrower which results in State Street Bank,
PFPC Trust, BBH&Co or CTC, as applicable, not being retained as Custodian,
unless (i) the new Custodian shall be a bank or trust company organized under
the laws of the United States of America having assets of at least $10 billion
and a long-term debt rating of not less than "A" or its equivalent from a
recognized rating agency and (ii) such Borrower shall have given the Operations
Agent prior written notice of such change;

           (c)   The termination or deemed termination of any investment
advisory agreement with Warburg Pincus Asset Management, Credit Suisse Asset
Management or an Affiliate of either thereof which is in effect with respect to
such Borrower on the date of this Agreement;


                                      -40-
<PAGE>

           (d)   Any material change in the ownership or management of such
Borrower's Investment Adviser after the date of this Agreement, excluding any
change resulting from the proposed sale of Warburg Pincus to Credit Suisse;

           (e)   A merger or consolidation of such Borrower if such merger or
consolidation is not permitted under Section 8.02(a) hereof, or if the
conditions specified in paragraphs (b) and (c) of Section 6.02 hereof are not
satisfied by the successor entity immediately following such merger or
consolidation, or if such merger or consolidation results in a change or
occurrence specified in paragraph (a), (b) or (c) above, PROVIDED, HOWEVER,
that, in any event, the non-surviving entity in such merger or consolidation
shall not continue to be a Borrower under or a party to this Agreement following
such merger or consolidation;

           (f)   A merger or consolidation of such Borrower if such merger or
consolidation results in one or more of the changes or occurrences specified in
paragraph (g) below, PROVIDED, HOWEVER, that, in any event, the non-surviving
entity in such merger or consolidation shall not continue to be a Borrower under
or a party to this Agreement following such merger or consolidation;

           (g)   The occurrence of any of the following:

                 (1)   such Borrower, if an open-end Investment Company (or
                       Portfolio thereof), becoming a closed-end Investment
                       Company;

                 (2)   such Borrower, or the Investment Company of which such
                       Borrower is a Portfolio, changing the independent public
                       accountants responsible for auditing its books and
                       records and certifying its financial statements to a
                       Person other than an independent public accounting firm
                       of recognized standing; or

                 (3)   a majority of the members of the Board of Trustees or the
                       Board of Directors, as applicable, of such Borrower (or,
                       as applicable, of the Investment Company of which such
                       Borrower is a Portfolio) resigning or being removed
                       within a period of thirty (30) days and being replaced
                       with Persons other than Persons who are then or will be
                       contemporaneously therewith members of the Board of
                       Trustees or Board of Directors of another Investment
                       Company of which Warburg Pincus Asset Management, Credit
                       Suisse Asset Management or an Affiliate of either is
                       serving as Investment Adviser;

and shall provide the Operations Agent and each Bank with such information as
the Operations Agent or the Banks may reasonably request regarding the pending
event. Any notice furnished to the Operations Agent pursuant to this Section
14.02 may, at the option of the Borrower furnishing such notice, be accompanied
by a request that the Operations Agent acknowledge in writing that the events
specified in such notice shall not constitute an event permitting termination of
the Commitments with respect to such Borrower as hereinafter provided.


                                      -41-
<PAGE>

      Upon the occurrence of any of the events specified in paragraphs (a), (b),
(c), (d) or (e) above with respect to a Borrower, unless the Operations Agent
shall have acknowledged in writing that such event shall not constitute an event
permitting termination of the Commitments with respect to such Borrower as
hereinafter provided, the Operations Agent may, and upon the written or
telephonic (confirmed in writing) request of the Majority Banks shall, upon five
(5) days' prior written notice from the Operations Agent to such Borrower
terminate the Commitments with respect to such Borrower. Upon the occurrence of
any of the events specified in paragraphs (f) or (g) above with respect to a
Borrower, unless the Operations Agent shall have acknowledged in writing that
such event shall not constitute an event permitting termination of the
Commitments as hereinafter provided, the Operations Agent may, and upon the
written or telephonic (confirmed in writing) request of the Majority Banks
shall, upon five (5) days' prior written notice from the Operations Agent to
such Borrower (but in no event later than the last to occur of the sixtieth day
following the occurrence of the specified event and ninety (90) days' following
receipt by the Operations Agent of written notice of the occurrence of such
event) terminate the Commitments with respect to such Borrower. In the event of
any such termination of the Commitments with respect to a Borrower as aforesaid,
the Banks' obligations to make Committed Credit Loans to such Borrower hereunder
shall terminate on the date specified in such notice, such Borrower shall cease
to be a party to this Agreement and this Agreement shall be of no further force
and effect as to such Borrower except for (i) the obligations of such Borrower
to pay any and all of its obligations incurred hereunder or in respect hereof
(including the payment of the entire unpaid principal of and accrued interest on
the Loans and the payment in full of all fees and expenses provided for herein
to be paid by such Borrower), (ii) the indemnification obligations of such
Borrower hereunder with respect to Loans made by, or other actions taken by, the
Banks or the Operations Agent to, or in respect of, such Borrower prior to the
effective date of such termination, and (iii) the rights of such Borrower
pursuant to Section 5.01(c) to be reimbursed costs, if any, recovered by the
Banks. This Agreement (including the Commitments) shall otherwise remain in full
force and effect as to all other Borrowers. Upon the termination of this
Agreement with respect to a Borrower, the percentages of the Commitment Fee and
other fees and expenses otherwise payable by such Borrower hereunder accruing
from and after the date of termination shall be reallocated among the remaining
Borrowers PRO RATA on the basis of the percentages set forth opposite such
remaining Borrowers' names on SCHEDULE 1, as in effect at the time of such
termination.

                 ARTICLE XV. PROVISIONS OF GENERAL APPLICATION

      Section 15.01. EXPENSES. Whether or not the transactions contemplated
hereby shall be consummated, the Borrowers agree to pay, PRO RATA in proportion
to the Specified Percentages (except in the case of clause (iii) below with
respect to which the defaulting Borrower(s) shall be liable for the expenses
referred to therein), (i) all reasonable expenses (including reasonable fees and
disbursements of counsel) which the Operations Agent has incurred or may
hereafter incur in connection with the preparation of this Agreement and all
other documents related hereto (including any amendment, consent or waiver
hereafter requested by any Borrower hereunder or thereunder) and the
transactions contemplated hereby, (ii) all reasonable expenses (including
reasonable fees and disbursements of counsel) of the Operations Agent, the Swing
Line Lender and the Banks incurred in connection with any formal credit
restructuring or loan work-out, whether before or after Default, and (iii) all
reasonable expenses (including reasonable fees and disbursements of counsel)
which the Operations Agent, the Swing Line Lender and each Bank


                                      -42-
<PAGE>

may hereafter incur in connection with the enforcement of the rights of the
Operations Agent, the Swing Line Lender or the Banks hereunder upon the
occurrence of a Default.

      Section 15.02. Amendments and Waivers; Etc.

           (a)   Except as otherwise expressly set forth herein, any term of
this Agreement may be amended and the observance of any term of this Agreement
may be waived (either generally or in a particular instance and either
retroactively or prospectively) only with the written consent of each Borrower
and the Majority Banks, PROVIDED, HOWEVER, that without the consent of each
affected Bank, the Commitment of such Bank may not be increased, and FURTHER
PROVIDED, HOWEVER, that without the consent of the Operations Agent, no
amendment to Section 5.02 or to Article XII shall be effected, and still FURTHER
PROVIDED that without the consent of the Swing Line Lender, no amendment to
Article III or to Article IV (as it applies to Swing Line Loans), no compromise
of the principal amount of, or change in the interest rate on, any Swing Line
Loan or extension or postponement of the stated time of payment of the principal
amount of, or interest on, any Swing Line Loan, shall be effected; and still
FURTHER PROVIDED that without the written consent of such Banks as hold 100% of
the aggregate outstanding principal amount of all Committed Credit Loans or, if
no Committed Credit Loans are outstanding, of the Commitments,

           (i)   no change to the definition of "Majority Banks" in Section 1.01
      hereof shall be made;

           (i)   no compromise of the principal amount of, or decrease in the
      interest rate on, any Committed Credit Loan shall be made;

           (ii)  no decrease in the amount of Commitment Fees or other fees or
      expenses payable hereunder shall be made;

           (iii) no extension or postponement of the stated time of payment of
      the principal amount of, or interest on, any Committed Credit Loan, nor
      of any Commitment Fees or other fees or expenses payable hereunder, shall
      be made;

           (iv)  no extension of the term of the Commitments beyond that
      provided for hereunder shall be made;

           (v)   no Investment Company (or Portfolio of an Investment Company)
      other than the Borrowers shall be admitted as a Borrower hereunder;

           (vi)  no change to the provisions of this Section 15.02(a) shall be
      made.

Any amendment or waiver effected in accordance with this Section 15.02(a) shall
be binding upon all parties to this Agreement, their respective successors and
assigns.

           (b)   The Operations Agent's, the Swing Line Lender's or any Bank's
failure to insist upon the strict performance of any term, condition or other
provision of this Agreement or to exercise any right or remedy hereunder shall
not constitute a waiver by the Operations Agent, the Swing Line Lender or such
Bank of any such term, condition or other provision or Default in


                                      -43-
<PAGE>

connection therewith; and any waiver of any such term, condition or other
provision or of any such Default shall not affect or alter this Agreement, and
each and every term, condition and other provision of this Agreement shall, in
such event, continue in full force and effect and shall be operative with
respect to any other then existing or subsequent Default in connection
therewith.

      Section 15.03. NATURE OF OBLIGATIONS. The obligations of all Borrowers
hereunder shall be several and not joint.

      Section 15.04. NOTICES. Except as otherwise provided herein, all notices,
requests and other communications to any party hereunder or under any of the
Loan Documents shall be in writing and shall be personally delivered or sent by
certified mail, postage prepaid, return receipt requested, or by a reputable
courier delivery service or by telecopy and shall be given,

 If to any Bank:                       At the address or addresses set forth on
                                       SCHEDULE 2 hereto

 If to the Swing Line Lender:          State Street Bank and Trust Company
                                       Global Investor Credit Services Division
                                       Mutual Fund Lending Department
                                       Lafayette Corporate Center
                                       2 Avenue de Lafayette, 2nd Floor
                                       Boston, MA 02111
                                       Attention: Michelle Murphy
                                       Fax: (617) 662-2324

 If to the Borrower Agents, the        At the address or addresses set forth on
 Borrowers or any Borrower:            SCHEDULE 1 hereto

 with copies to:                       Rose DiMartino, Esquire
                                       Willkie Farr & Gallagher
                                       787 Seventh Avenue
                                       New York, NY 10019-6099

 If to the Operations Agent:           State Street Bank and Trust Company
                                       Global Investor Credit Services Division
                                       Mutual Fund Lending Department
                                       Lafayette Corporate Center
                                       2 Avenue de Lafayette, 2nd Floor
                                       Boston, MA 02111
                                       Attention: Michelle Murphy
                                       Fax: (617) 662-2324


                                      -44-
<PAGE>

 with copies to:                       Joel H. Peterson, Esquire
                                       Erickson Schaffer Peterson & Hempel PC
                                       20 William Street, Suite 150
                                       Wellesley, MA  02481
                                       Fax:  (617) 235-1571

or such other address or telecopy number as the party to whom such notice is
directed may have designated in writing to the other parties hereto. Each such
notice, request or other communication shall be effective (i) if given by
telecopy, when such telecopy is transmitted to the telecopy number specified in
this Section and the appropriate confirmation is received, (ii) if given by
certified mail, 72 hours after such communication is deposited with the post
office, addressed as aforesaid or (iii) if given by any other means (including,
without limitation, by air courier), when delivered at the address specified in
this Section.

      Section 15.05. CALCULATIONS; ETC. Except as otherwise provided herein,
calculations hereunder shall be made and financial data required hereby shall be
prepared, both as to classification of items and as to amounts, in accordance
with GAAP, which principles shall be consistently applied and in conformity with
those used in the preparation of the financial statements referred to herein.

      Section 15.06. SURVIVAL OF COVENANTS; ETC. All covenants, agreements,
representations and warranties made herein or in any documents or other papers
delivered by or on behalf of the Borrowers, or any of them, pursuant hereto
shall be deemed to have been relied upon by the Operations Agent, the Swing Line
Lender and the Banks, notwithstanding any investigation heretofore or hereafter
made by them, and shall survive the execution and delivery of this Agreement and
the making by the Banks and the Swing Line Lender of the Loans as herein
contemplated, and shall continue in full force and effect so long as any amount
due under this Agreement remains outstanding and unpaid or the Banks have any
obligations to make any Loans hereunder (except to the extent that such
representations and warranties expressly relate to an earlier date or are
affected by the consummation of transactions permitted under this Agreement).
All statements contained in any certificate or document delivered to the
Operations Agent, the Swing Line Lender or any Bank at any time by or on behalf
of the Borrowers, or any of them, pursuant hereto or in connection with the
transactions contemplated hereby shall constitute representations and warranties
by the Borrowers or such Borrower hereunder.

      Section 15.07. Parties in Interest; Assignments; Participations.

           (a)   All of the terms of this Agreement shall be binding upon and
inure to the benefit of and be enforceable by the respective successors and
permitted assigns of the parties hereto and thereto; PROVIDED that none of the
Borrowers may assign or transfer their respective rights hereunder or any
interest herein without the prior written consent of the Banks.

           (b)   Any Bank may, at any time and from time to time in accordance
with applicable law, grant participations in its rights and benefits hereunder
and under the other Loan Documents, in part, to any banking or other financial
institution or other entity not otherwise prohibited from so acting under the
Investment Company Act and having a combined capital and surplus of at least
$100,000,000; PROVIDED that each such participation shall be in a minimum


                                      -45-
<PAGE>

amount of $1,000,000. No participant shall be deemed a party to this Agreement
or be entitled to exercise the rights of a Bank under this Agreement, including
the right to vote, to consent to amendments to, or waivers of, the provisions of
this Agreement, or to enforce the obligations of the Borrowers hereunder, except
that any Bank may agree with any of its participants that such Bank will not
agree, without the consent of the participant, to any amendment or waiver of any
provision of this Agreement described in clauses (i), (ii), (iii), (iv) or (v)
of Section 15.02(a). Each Borrower agrees that each participant shall, to the
extent provided in its participation agreement, be entitled to the benefits of
Section 4.07 with respect to its participating interest.

           (c)   Any Bank may, at any time and from time to time in accordance
with applicable law, assign its interest in this Agreement and the other Loan
Documents, in part, with the prior written consent of the Borrowers (which
consent will not be unreasonably withheld or delayed), unless a Default shall
have occurred and be continuing, in which case no such consent will be required;
PROVIDED that each such assignment shall be in a minimum amount of $5,000,000,
and shall be to a banking institution having a combined capital and surplus of
at least $100,000,000. Each assignee shall constitute a "bank" (as such term is
used in Section 18(f)(1) of the Investment Company Act) in the reasonable
judgment of the Operations Agent and the Borrowers, and no bank shall become an
assignee pursuant to this Section 15.07(c) if that bank is an Affiliate of any
Borrower. All assignments shall be effected pursuant to an assignment and
consent agreement substantially in the form of EXHIBIT H attached hereto. Upon
the effective date of any assignment by a Bank hereunder, the Operations Agent
shall revise SCHEDULE 2 to reflect the necessary adjustments in the Facility
Percentage of the assigning Bank and the assignment to such banking or other
financial institution. The Operations Agent shall forward a copy of the revised
SCHEDULE 2 to the Borrowers. In connection with any such assignment, each of the
assignor and the assignee shall pay a processing fee of $3,000 to the Operations
Agent, which amounts shall be divided equally between the Operations Agent and
the Administrative Agent. If the assignee is not incorporated under the laws of
the United States of America or a state thereof, it shall, prior to the first
date on which interest or fees are payable hereunder for its account, deliver to
the Borrowers and the Operations Agent certification as to exemption from
deduction or withholding of any United States federal income taxes in accordance
with Section 4.06.

           (d)   Nothing herein shall prohibit any Bank from pledging or
assigning any Loan to any Federal Reserve Bank to the extent required by
applicable law. In the event of any such assignment, the applicable Borrower(s)
will execute and deliver a promissory note payable to such Federal Reserve Bank
in the principal amount of the Loan being assigned, which note shall be subject
to the terms and conditions of this Agreement.

      Section 15.08. COUNTERPARTS; ETC. This Agreement may be executed in any
number of counterparts and by the different parties hereto on separate
counterparts, each of which when so executed and delivered shall be an original,
but all the counterparts shall together constitute one and the same instrument.

      Section 15.09. ENTIRE AGREEMENT; ETC. This Agreement constitutes the
entire contract between the parties hereto and shall supersede and take the
place of any other instrument purporting to be an agreement of the parties
hereto relating to the transactions contemplated hereby.


                                      -46-
<PAGE>

      Section 15.10. SEVERABILITY. If any of the provisions of this Agreement or
of any of the other Loan Documents or the application thereof to any party
hereto or to any Person or circumstance is held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability
shall not effect any other term or provision hereof or thereof or the
application thereof to any other party hereto or to any other Person or
circumstance.

      Section 15.11. GOVERNING LAW; JURISDICTION; WAIVER. THIS AGREEMENT,
INCLUDING THE VALIDITY HEREOF AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER, SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE
STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES
THEREOF). EACH BORROWER, TO THE EXTENT THAT IT MAY LAWFULLY DO SO, HEREBY
CONSENTS TO SERVICE OF PROCESS, AND TO BE SUED, IN THE COMMONWEALTH OF
MASSACHUSETTS AND CONSENTS TO THE JURISDICTION OF THE COURTS OF THE COMMONWEALTH
OF MASSACHUSETTS AND THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF
MASSACHUSETTS, AS WELL AS TO THE JURISDICTION OF ALL COURTS FROM WHICH AN APPEAL
MAY BE TAKEN FROM SUCH COURTS, FOR THE PURPOSE OF ANY SUIT, ACTION OR OTHER
PROCEEDING ARISING OUT OF ANY OF ITS OBLIGATIONS HEREUNDER OR WITH RESPECT TO
THE TRANSACTIONS CONTEMPLATED HEREBY, AND EXPRESSLY WAIVES ANY AND ALL
OBJECTIONS IT MAY HAVE AS TO VENUE IN ANY SUCH COURTS. EACH BORROWER FURTHER
AGREES THAT A SUMMONS AND COMPLAINT COMMENCING AN ACTION OR PROCEEDING IN ANY OF
SUCH COURTS SHALL BE PROPERLY SERVED AND SHALL CONFER PERSONAL JURISDICTION IF
SERVED PERSONALLY OR BY CERTIFIED MAIL TO IT AT ITS ADDRESS PROVIDED IN SECTION
15.04 HEREOF OR AS OTHERWISE PROVIDED UNDER THE LAWS OF THE COMMONWEALTH OF
MASSACHUSETTS. EACH OF THE BORROWERS, THE BANKS, THE SWING LINE LENDER AND THE
OPERATIONS AGENT IRREVOCABLY WAIVES ALL RIGHTS TO A TRIAL BY JURY IN ANY
PROCEEDING HEREAFTER INSTITUTED BY OR AGAINST SUCH BORROWER IN RESPECT OF THIS
AGREEMENT OR ANY OTHER DOCUMENTS EXECUTED BY OR ON BEHALF OF SUCH BORROWER IN
CONNECTION HEREWITH OR THEREWITH.

      Section 15.12. INDEMNIFICATION. Each Borrower severally agrees to
indemnify and hold harmless the Operations Agent, the Swing Line Lender and the
Banks from and against any and all claims, actions and suits whether groundless
or otherwise, and from and against any and all liabilities, losses, damages and
expenses of every nature and character arising out of this Agreement, the other
Loan Documents or the transactions evidenced hereby or thereby insofar as the
same may pertain to such Borrower; PROVIDED that neither the Operations Agent,
the Swing Line Lender or any Bank shall have the right to be indemnified
hereunder with respect to any such claim, action, suit, liability, loss, damage
or expense to the extent that it results from its gross negligence or willful
misconduct; and FURTHER PROVIDED that no Borrower shall be liable for any
settlement, compromise or consent to the entry of any order adjudicating or
otherwise disposing of any liability, loss, damage or expense effected without
the consent of such Borrower, which consent shall not be unreasonably withheld
or delayed.


                                      -47-
<PAGE>

      Section 15.13. MISCELLANEOUS. Any instruments required by any of the
provisions hereof to be in the form annexed hereto as an exhibit shall be
substantially in such form with such changes therefrom, if any, as may be
approved by the Banks and the Borrowers. The captions in this Agreement are for
convenience of reference only and shall not define or limit the provisions
hereof.

      Section 15.14. CONFIDENTIALITY. Upon the delivery by any Borrower to any
Bank or Agent pursuant to this Agreement or the other Loan Documents of any
written documentation designated by such Borrower as "Confidential" or bearing a
similarly restrictive legend ("Confidential Information"), or the inspection of
any such Confidential Information by any Bank or any Agent, such Bank or Agent
agrees to treat such Confidential Information as confidential and, in connection
therewith, to exercise that degree of care which it affords to its own
confidential information. Subject to the other provisions of this Section 15.14,
such Bank or Agent may disclose Confidential Information to its officers,
directors, employees, attorneys, accountants or other professional consultants
engaged by such Bank or Agent only after determining that such third party
recipient has been instructed to protect such Confidential Information in
accordance with the provisions of this Section 15.14. Notwithstanding the
foregoing, the protection afforded by this Section 15.14 shall not apply to
information within any one or more of the following categories: (i) information
the substance of which, at the time of disclosure to a Bank or Agent or
subsequent thereto, has been disclosed to or is known to any other Person,
including any other creditor, other than through the fault of such Bank or
Agent, and other than (A) a director, officer, employee or agent of any of the
Borrower or a professional engaged by the Borrower or (B) a Person who is then
under an obligation of non-disclosure to the Borrower; (ii) information which
such Bank or Agent had in its possession prior to receipt from the Borrower, or
which is otherwise developed by such Bank or Agent independently of the
Borrower; or (iii) information received by such Bank or Agent from a third party
having, to the actual knowledge of such Bank or Agent, no obligation of
non-disclosure with respect thereto. Nothing contained in this Section 15.14
shall prevent any disclosure of any information: (x) believed in good faith by
any Bank or Agent to be required by any law or guideline or interpretation or
application or grand jury proceeding (whether or not having the force of law),
(y) determined by counsel to any Bank or Agent to be necessary or advisable in
connection with the enforcement of this Agreement and the other Loan Documents,
or (z) which has been made public by a Person other than such Bank or Agent.
Each Bank and Agent shall have the right to disclose any Confidential
Information to an Assignee or prospective Assignee or to a Participant or
prospective Participant under Section 15.07 hereof; PROVIDED that the relevant
Bank shall have first obtained from such Assignee or prospective Assignee or
Participant or prospective Participant an agreement to protect such Confidential
Information in accordance with the provisions of this Section 15.14.

                      ARTICLE XVI. LIMITATION OF LIABILITY

      Notice is hereby given that this Agreement has been executed by an officer
of each Borrower, in that capacity and not individually. The Banks acknowledge
that the obligations of or arising out of this Agreement are not binding upon
any of the Borrowers' trustees, directors, officers, employees, agents or
shareholders individually, but are binding solely upon the assets and property
of the Borrowers. Notwithstanding any other provision of this Agreement or any
other Loan Document to the contrary, to the extent that this Agreement is
executed by an


                                      -48-
<PAGE>

Investment Company on behalf of one or more Portfolios of such Investment
Company, as a Borrower(s) hereunder, the Banks further acknowledge that the
obligations of or arising out of this Agreement are binding upon the assets and
property of the Portfolio on whose behalf an Investment Company has executed
this instrument and that, with respect to each such Portfolio, such obligations
are several but not joint. Without limiting the foregoing, the obligations of
the Borrowers are several, not joint. This Agreement shall be deemed to
constitute a separate Agreement between each Borrower and the other parties
hereto (other than the other Borrowers) as if such Borrower had executed a
separate agreement naming only itself and the other parties hereto (other than
the other Borrowers) as parties. No Borrower shall be liable for the obligations
(whether for principal, interest, fees, expenses or otherwise) of any other
Borrower hereunder. In the case of each Borrower that is an Investment Company
organized as a Massachusetts business trust or Portfolio of such an Investment
Company, the declarations of trust for each such trust refer to the trustees
collectively as trustees and not as individuals personally, and the declarations
of trust provide that no shareholder, trustee, officer, employee or agent of the
trust shall be subject to claims against or obligations of the trust to any
extent whatsoever, but that the trust estate only shall be liable.

      IN WITNESS WHEREOF, the parties hereto have executed this Agreement as a
sealed instrument as of the date first above written.

WARBURG PINCUS CAPITAL                         WARBURG PINCUS EMERGING
APPRECIATION FUND                              GROWTH FUND, INC.

By: /s/ Janna Manes                            By: /s/ Janna Manes
    ------------------------------                 -----------------------------
Name: Janna Manes                              Name: Janna Manes
      ----------------------------                   ---------------------------
Title: Vice President & Secretary              Title: Vice President & Secretary
       ---------------------------                    --------------------------

WARBURG PINCUS INTERNATIONAL                   WARBURG PINCUS INTERNATIONAL
EQUITY FUND, INC.                              SMALL COMPANY FUND, INC.

By: /s/ Janna Manes                            By: /s/ Janna Manes
    ------------------------------                 -----------------------------
Name: Janna Manes                              Name: Janna Manes
      ----------------------------                   ---------------------------
Title: Vice President & Secretary              Title: Vice President & Secretary
       ---------------------------                    --------------------------

WARBURG PINCUS JAPAN SMALL                     WARBURG PINCUS JAPAN GROWTH
COMPANY FUND, INC.                             FUND, INC.

By: /s/ Janna Manes                            By: /s/ Janna Manes
    ------------------------------                 -----------------------------
Name: Janna Manes                              Name: Janna Manes
      ----------------------------                   ---------------------------
Title: Vice President & Secretary              Title: Vice President & Secretary
       ---------------------------                    --------------------------

WARBURG PINCUS EMERGING                        WARBURG PINCUS POST VENTURE
MARKETS FUND, INC.                             CAPITAL FUND, INC.

By: /s/ Janna Manes                            By: /s/ Janna Manes
    ------------------------------                 -----------------------------
Name: Janna Manes                              Name: Janna Manes
      ----------------------------                   ---------------------------
Title: Vice President & Secretary              Title: Vice President & Secretary
       ---------------------------                    --------------------------


                                      -49-
<PAGE>

WARBURG PINCUS MAJOR FOREIGN                   WARBURG PINCUS SMALL COMPANY
MARKETS FUND, INC.                             VALUE FUND, INC.

By: /s/ Janna Manes                            By: /s/ Janna Manes
    ------------------------------                 -----------------------------
Name: Janna Manes                              Name: Janna Manes
      ----------------------------                   ---------------------------
Title: Vice President & Secretary              Title: Vice President & Secretary
       ---------------------------                    --------------------------

WARBURG PINCUS SMALL COMPANY                   WARBURG PINCUS GLOBAL POST
GROWTH FUND, INC.                              VENTURE CAPITAL FUND, INC.

By: /s/ Janna Manes                            By: /s/ Janna Manes
    ------------------------------                 -----------------------------
Name: Janna Manes                              Name: Janna Manes
      ----------------------------                   ---------------------------
Title: Vice President & Secretary              Title: Vice President & Secretary
       ---------------------------                    --------------------------

WARBURG PINCUS HEALTH SCIENCES                 WARBURG PINCUS FIXED INCOME
FUND, INC.                                     FUND

By: /s/ Janna Manes                            By: /s/ Janna Manes
    ------------------------------                 -----------------------------
Name: Janna Manes                              Name: Janna Manes
      ----------------------------                   ---------------------------
Title: Vice President & Secretary              Title: Vice President & Secretary
       ---------------------------                    --------------------------

WARBURG PINCUS GLOBAL FIXED                    WARBURG PINCUS INTERMEDIATE
INCOME FUND, INC.                              MATURITY GOVERNMENT FUND, INC.

By: /s/ Janna Manes                            By: /s/ Janna Manes
    ------------------------------                 -----------------------------
Name: Janna Manes                              Name: Janna Manes
      ----------------------------                   ---------------------------
Title: Vice President & Secretary              Title: Vice President & Secretary
       ---------------------------                    --------------------------

WARBURG PINCUS BALANCED FUND,                  WARBURG PINCUS GROWTH &
INC.                                           INCOME FUND, INC.

By: /s/ Janna Manes                            By: /s/ Janna Manes
    ------------------------------                 -----------------------------
Name: Janna Manes                              Name: Janna Manes
      ----------------------------                   ---------------------------
Title: Vice President & Secretary              Title: Vice President & Secretary
       ---------------------------                    --------------------------

WARBURG PINCUS NEW YORK                        WARBURG PINCUS EMERGING
INTERMEDIATE MUNICIPAL FUND                    MARKETS II FUND, INC.

By: /s/ Janna Manes                            By: /s/ Janna Manes
    ------------------------------                 -----------------------------
Name: Janna Manes                              Name: Janna Manes
      ----------------------------                   ---------------------------
Title: Vice President & Secretary              Title: Vice President & Secretary
       ---------------------------                    --------------------------

WARBURG PINCUS GLOBAL                          WARBURG PINCUS INTERNATIONAL
TELECOMMUNICATIONS FUND, INC.                  GROWTH FUND, INC.

By: /s/ Janna Manes                            By: /s/ Janna Manes
    ------------------------------                 -----------------------------
Name: Janna Manes                              Name: Janna Manes
      ----------------------------                   ---------------------------
Title: Vice President & Secretary              Title: Vice President & Secretary
       ---------------------------                    --------------------------


                                      -50-
<PAGE>

WARBURG PINCUS HIGH YIELD                      WARBURG PINCUS MUNICIPAL BOND
FUND, INC.                                     FUND, INC.

By: /s/ Janna Manes                            By: /s/ Janna Manes
    ------------------------------                 -----------------------------
Name: Janna Manes                              Name: Janna Manes
      ----------------------------                   ---------------------------
Title: Vice President & Secretary              Title: Vice President & Secretary
       ---------------------------                    --------------------------

WARBURG PINCUS STRATEGIC GLOBAL                WARBURG PINCUS EUROPEAN
FIXED INCOME FUND, INC.                        EQUITY FUND, INC.

By: /s/ Janna Manes                            By: /s/ Janna Manes
    ------------------------------                 -----------------------------
Name: Janna Manes                              Name: Janna Manes
      ----------------------------                   ---------------------------
Title: Vice President & Secretary              Title: Vice President & Secretary
       ---------------------------                    --------------------------

WARBURG PINCUS U.S. CORE FIXED                 WARBURG PINCUS LONG- SHORT
INCOME FUND, INC.                              MARKET NEUTRAL FUND, INC.

By: /s/ Janna Manes                            By: /s/ Janna Manes
    ------------------------------                 -----------------------------
Name: Janna Manes                              Name: Janna Manes
      ----------------------------                   ---------------------------
Title: Vice President & Secretary              Title: Vice President & Secretary
       ---------------------------                    --------------------------

WARBURG PINCUS LONG-SHORT                      WARBURG PINCUS SELECT ECONOMIC
EQUITY FUND, INC.                              VALUE EQUITY FUND, INC.

By: /s/ Janna Manes                            By: /s/ Janna Manes
    ------------------------------                 -----------------------------
Name: Janna Manes                              Name: Janna Manes
      ----------------------------                   ---------------------------
Title: Vice President & Secretary              Title: Vice President & Secretary
       ---------------------------                    --------------------------

WARBURG PINCUS INSTITUTIONAL                   WARBURG PINCUS TRUST, on behalf
FUND, INC., on behalf of International         of International Equity Portfolio
Equity Portfolio, Small Company Growth         Small Company Growth Portfolio,
Portfolio, Emerging Markets Portfolio,         Emerging Markets Portfolio, Post
Value Portfolio, Japan Growth Portfolio,       Venture Capital Portfolio, and
Post Venture Capital Portfolio, and Small      Growth & Income Portfolio
Company Value Portfolio

By: /s/ Janna Manes                            By: /s/ Janna Manes
    ------------------------------                 -----------------------------
Name: Janna Manes                              Name: Janna Manes
      ----------------------------                   ---------------------------
Title: Vice President & Secretary              Title: Vice President & Secretary
       ---------------------------                    --------------------------

                      WARBURG PINCUS TRUST II, on behalf of
                      Fixed Income Portfolio and Global Fixed
                      Income Portfolio

                      By: /s/ Janna Manes
                          -----------------------------------
                      Name: Janna Manes
                            ---------------------------------
                      Title: Vice President & Secretary
                             --------------------------------


                                      -51-
<PAGE>

STATE STREET BANK AND TRUST                    DEUTSCHE BANK AG, NEW YORK
COMPANY, in its individual capacity            BRANCH, in its individual
and as Operations Agent                        capacity and as Administrative
                                               Agent

By: /s/ Edward A. Siegel                       By: /s/ Alan Krouk
    ------------------------------                 -----------------------------
Name: Edward A. Siegel                         Name: Alan Krouk
      ----------------------------                   ---------------------------
Title: Vice President                          Title: Assistant Vice President
       ---------------------------                    --------------------------

                                               By: /s/ Ruth Leung
                                                   -----------------------------
                                               Name: Ruth Leung
                                                     ---------------------------
                                               Title: Director
                                                      --------------------------

BANK OF NOVA SCOTIA, in its individual         BANQUE NATIONALE DE PARIS
capacity and as Syndication Agent


By:                                            By: /s/ Marguerite L. Lebon
    ------------------------------                 -----------------------------
Name:                                          Name: Marguerite L. Lebon
      ----------------------------                   ---------------------------
Title:                                         Title: Assistant Vice President
       ---------------------------                    --------------------------

                                               By: /s/ Laurent Vanderzyppe
                                                   -----------------------------
                                               Name: Laurent Vanderzyppe
                                                     ---------------------------
                                               Title: V.P.
                                                      --------------------------

<PAGE>


                                   SCHEDULE 1

                            Dated as of June 23, 1999

                                       To

Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time
to time, the "CREDIT AGREEMENT"), among each investment management company
listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its
respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; and State
Street Bank and Trust Company, as operations agent

<TABLE>
<CAPTION>
NAME AND ADDRESS              FORM OF            JURISDICTION OF   PERCENTAGE
OF BORROWER                   ORGANIZATION       ORGANIZATION      ALLOCATION OF
                                                                   FEES AND
                                                                   EXPENSES
<S>                           <C>                <C>               <C>
Warburg, Pincus Capital       Massachusetts      Massachusetts        3.04%
Appreciation Fund*            Business Trust
</TABLE>

466 Lexington Avenue
New York, New York
10017


*    Denotes Domestic Fund
**   Denotes International Fund
***  Denotes Restricted Fund

                              To be executed on behalf of each Borrower by one
                              or more Borrower Agents for such Borrower as
                              follows:

                              Warburg, Pincus Capital Appreciation Fund

                              By:  /s/ Janna Manes
                                 ---------------------------------
                              Name:  Janna Manes
                              Title: Vice President & Secretary

                              STANDING INSTRUCTIONS:
                              Account Name:  Warburg Pincus Capital Appreciation
                               Fund
                              Account Number:  0360567
                              Bank: PNC Bank
                              ABA No.: 031 000 053
                              Attn: Charles Geiser

<PAGE>

                                   SCHEDULE 1

                            Dated as of June 23, 1999

                                       To

Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time
to time, the "CREDIT AGREEMENT"), among each investment management company
listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its
respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; and State
Street Bank and Trust Company, as operations agent

<TABLE>
<CAPTION>
NAME AND ADDRESS              FORM OF            JURISDICTION OF   PERCENTAGE
OF BORROWER                   ORGANIZATION       ORGANIZATION      ALLOCATION OF
                                                                   FEES AND
                                                                   EXPENSES
<S>                           <C>                <C>               <C>
Warburg, Pincus               Corporation        Maryland             6.38%
Emerging Growth Fund,
 Inc.*
</TABLE>

466 Lexington Avenue
New York, New York
10017


*        Denotes Domestic Fund
**       Denotes International Fund
***      Denotes Restricted Fund

                                  To be executed on behalf of each Borrower by
                                  one or more Borrower Agents for such Borrower
                                  as follows:

                                  Warburg, Pincus Emerging Growth Fund, Inc.

                                  By:  /s/ Janna Manes
                                 ---------------------------------
                                  Name:  Janna Manes
                                  Title: Vice President & Secretary

                                  Standing Instructions:
                                  Account Name:  Warburg Pincus Emerging Growth
                                   Fund
                                  Account Number:  0361660
                                  Bank: PNC Bank
                                  ABA No.: 031 000 053
                                  Attn: Charles Geiser

<PAGE>

                                   SCHEDULE 1

                            Dated as of June 23, 1999

                                       To

Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time
to time, the "CREDIT AGREEMENT"), among each investment management company
listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its
respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; and State
Street Bank and Trust Company, as operations agent

<TABLE>
<CAPTION>
NAME AND ADDRESS              FORM OF            JURISDICTION OF   PERCENTAGE
OF BORROWER                   ORGANIZATION       ORGANIZATION      ALLOCATION OF
                                                                   FEES AND
                                                                   EXPENSES
<S>                           <C>                <C>               <C>
Warburg, Pincus               Corporation        Maryland             46.38%
International Equity
Fund, Inc.**
</TABLE>

466 Lexington Avenue
New York, New York
10017

*    Denotes Domestic Fund
**   Denotes International Fund
***  Denotes Restricted Fund

                              To be executed on behalf of each Borrower by one
                              or more Borrower Agents for such Borrower as
                              follows:


                              Warburg, Pincus International Equity Fund, Inc.

                              By:  /s/ Janna Manes
                                 ---------------------------------
                              Name:  Janna Manes
                              Title: Vice President & Secretary

                              STANDING INSTRUCTIONS:
                              Account Name:  Warburg Pincus International Equity
                               Fund/TH
                              Account Number: 70887658
                              Bank:  State Street/Boston
                              ABA No.:  011 000 028
                              Attn:  Charles Geiser

<PAGE>

                                   SCHEDULE 1

                            Dated as of June 23, 1999

                                       To

Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time
to time, the "CREDIT AGREEMENT"), among each investment management company
listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its
respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; and State
Street Bank and Trust Company, as operations agent

<TABLE>
<CAPTION>
NAME AND ADDRESS              FORM OF            JURISDICTION OF   PERCENTAGE
OF BORROWER                   ORGANIZATION       ORGANIZATION      ALLOCATION OF
                                                                   FEES AND
                                                                   EXPENSES
<S>                           <C>                <C>               <C>
Warburg, Pincus               Corporation        Maryland             0.01%
International Small
Company Fund, Inc.**
</TABLE>

466 Lexington Avenue
New York, New York
10017

*    Denotes Domestic Fund
**   Denotes International Fund
***  Denotes Restricted Fund

                              To be executed on behalf of each Borrower by one
                              or more Borrower Agents for such Borrower as
                              follows:


                              Warburg, Pincus International Small Company Fund,
                                Inc.

                              By:  /s/ Janna Manes
                                 -------------------------
                              Name:  Janna Manes
                              Title: Vice President & Secretary

                              STANDING INSTRUCTIONS:
                              Account Name:  Warburg Pincus International Small
                                Company Fund/TH23
                              Account Number:  70887765
                              Bank:  State Street/Boston
                              ABA No.:  011 000 028
                              Attn:  Charles Geiser

<PAGE>

                                   SCHEDULE 1

                            Dated as of June 23, 1999

                                       To

Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time
to time, the "CREDIT AGREEMENT"), among each investment management company
listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its
respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; and State
Street Bank and Trust Company, as operations agent

<TABLE>
<CAPTION>
NAME AND ADDRESS              FORM OF            JURISDICTION OF   PERCENTAGE
OF BORROWER                   ORGANIZATION       ORGANIZATION      ALLOCATION OF
                                                                   FEES AND
                                                                   EXPENSES
<S>                           <C>                <C>               <C>
Warburg, Pincus Japan         Corporation        Maryland             12.42%
Small Company Fund,
Inc.**
</TABLE>

466 Lexington Avenue
New York, New York
10017

*    Denotes Domestic Fund
**   Denotes International Fund
***  Denotes Restricted Fund

                              To be executed on behalf of each Borrower by one
                              or more Borrower Agents for such Borrower as
                              follows:


                              Warburg, Pincus Japan Small Company Fund, Inc.

                              By:  /s/ Janna Manes
                                 ---------------------------------
                              Name:  Janna Manes
                              Title: Vice President & Secretary

                              STANDING INSTRUCTIONS:
                              Account Name:  Warburg Pincus Japan Small
                                Company Fund/TH
                              Account Number:  70887468
                              Bank:  State Street/Boston
                              ABA No.:  011 000 028
                              Attn:  Charles Geiser

<PAGE>

                                   SCHEDULE 1

                            Dated as of June 23, 1999

                                       To

Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time
to time, the "CREDIT AGREEMENT"), among each investment management company
listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its
respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; and State
Street Bank and Trust Company, as operations agent

<TABLE>
<CAPTION>
NAME AND ADDRESS              FORM OF            JURISDICTION OF   PERCENTAGE
OF BORROWER                   ORGANIZATION       ORGANIZATION      ALLOCATION OF
                                                                   FEES AND
                                                                   EXPENSES
<S>                           <C>                <C>               <C>
Warburg, Pincus Japan         Corporation        Maryland             9.78%
Growth Fund, Inc.**
</TABLE>

466 Lexington Avenue
New York, New York
10017

*    Denotes Domestic Fund
**   Denotes International Fund
***  Denotes Restricted Fund

                              To be executed on behalf of each Borrower by one
                              or more Borrower Agents for such Borrower as
                              follows:


                              Warburg, Pincus Japan Growth Fund, Inc.

                              By:  /s/ Janna Manes
                                 ---------------------------------
                              Name:  Janna Manes
                              Title: Vice President & Secretary

                              STANDING INSTRUCTIONS:
                              Account Name:  Warburg Pincus Japan Growth Fund/TH
                              Account Number:  70887690
                              Bank:  State Street/Boston
                              ABA No.:  011 000 028
                              Attn:  Charles Geiser

<PAGE>

                                   SCHEDULE 1

                            Dated as of June 23, 1999

                                       To

Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time
to time, the "CREDIT AGREEMENT"), among each investment management company
listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its
respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; and State
Street Bank and Trust Company, as operations agent

<TABLE>
<CAPTION>
NAME AND ADDRESS              FORM OF            JURISDICTION OF   PERCENTAGE
OF BORROWER                   ORGANIZATION       ORGANIZATION      ALLOCATION OF
                                                                   FEES AND
                                                                   EXPENSES
<S>                           <C>                <C>               <C>
Warburg, Pincus               Corporation        Maryland             0.44%
Emerging Markets Fund,
Inc.***
</TABLE>

466 Lexington Avenue
New York, New York
10017

*    Denotes Domestic Fund
**   Denotes International Fund
***  Denotes Restricted Fund

                              To be executed on behalf of each Borrower by one
                              or more Borrower Agents for such Borrower as
                              follows:


                              Warburg, Pincus Emerging Markets Fund, Inc.

                              By:  /s/ Janna Manes
                                 ---------------------------------
                              Name:  Janna Manes
                              Title: Vice President & Secretary

                              STANDING INSTRUCTIONS:
                              Account Name:  Warburg Pincus Emerging Markets
                                Fund/TH02
                              Account Number:  70887443
                              Bank:  State Street/Boston
                              ABA No.:  011 000 028
                              Attn:  Charles Geiser



<PAGE>



                                   SCHEDULE 1

                            Dated as of June 23, 1999

                                       To

Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time
to time, the "CREDIT AGREEMENT"), among each investment management company
listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its
respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; and State
Street Bank and Trust Company, as operations agent

<TABLE>
<CAPTION>
NAME AND ADDRESS              FORM OF            JURISDICTION OF   PERCENTAGE
OF BORROWER                   ORGANIZATION       ORGANIZATION      ALLOCATION OF
                                                                   FEES AND
                                                                   EXPENSES
<S>                           <C>                <C>               <C>
Warburg, Pincus               Corporation        Maryland             0.22%
Post-Venture Capital
Fund, Inc.*
</TABLE>

466 Lexington Avenue
New York, New York
10017

*    Denotes Domestic Fund
**   Denotes International Fund
***  Denotes Restricted Fund

                              To be executed on behalf of each Borrower by one
                              or more Borrower Agents for such Borrower as
                              follows:


                              Warburg, Pincus Post-Venture Capital Fund, Inc.

                              By:  /s/ Janna Manes
                                 ---------------------------------
                              Name:  Janna Manes
                              Title: Vice President & Secretary

                              STANDING INSTRUCTIONS:
                              Account Name: Warburg Pincus Post-Venture Capi tal
                                Fund
                              Account Number:  0367462
                              Bank: PNC Bank
                              ABA No.: 031 000 053
                              Attn: Charles Geiser



<PAGE>



                                   SCHEDULE 1

                            Dated as of June 23, 1999

                                       To

Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time
to time, the "CREDIT AGREEMENT"), among each investment management company
listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its
respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; and State
Street Bank and Trust Company, as operations agent

<TABLE>
<CAPTION>
NAME AND ADDRESS              FORM OF            JURISDICTION OF   PERCENTAGE
OF BORROWER                   ORGANIZATION       ORGANIZATION      ALLOCATION OF
                                                                   FEES AND
                                                                   EXPENSES
<S>                           <C>                <C>               <C>
Warburg, Pincus Major         Corporation        Maryland             0.18%
Foreign Markets Fund,
Inc.**
</TABLE>

466 Lexington Avenue
New York, New York
10017

*    Denotes Domestic Fund
**   Denotes International Fund
***  Denotes Restricted Fund

                              To be executed on behalf of each Borrower by one
                              or more Borrower Agents for such Borrower as
                              follows:


                              Warburg, Pincus Major Foreign Markets Fund, Inc.

                              By:  /s/ Janna Manes
                                 ---------------------------------
                              Name:  Janna Manes
                              Title: Vice President & Secretary

                              STANDING INSTRUCTIONS:
                              Account Name:  Warburg Pincus Major Foreign
                                 Markets Fund/TH12
                              Account Number:  70887674
                              Bank:  State Street/Boston
                              ABA No.:  011 000 028
                              Attn:  Charles Geiser

<PAGE>

                                   SCHEDULE 1

                            Dated as of June 23, 1999

                                       To

Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time
to time, the "CREDIT AGREEMENT"), among each investment management company
listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its
respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; and State
Street Bank and Trust Company, as operations agent

<TABLE>
<CAPTION>
NAME AND ADDRESS              FORM OF            JURISDICTION OF   PERCENTAGE
OF BORROWER                   ORGANIZATION       ORGANIZATION      ALLOCATION OF
                                                                   FEES AND
                                                                   EXPENSES
<S>                           <C>                <C>               <C>
Warburg, Pincus Small         Corporation        Maryland             0.14%
Company Value Fund,
Inc.*
</TABLE>

466 Lexington Avenue
New York, New York
10017

*    Denotes Domestic Fund
**   Denotes International Fund
***  Denotes Restricted Fund

                              To be executed on behalf of each Borrower by one
                              or more Borrower Agents for such Borrower as
                              follows:


                              Warburg, Pincus Small Company Value Fund, Inc.

                              By:  /s/ Janna Manes
                                 ---------------------------------
                              Name:  Janna Manes
                              Title: Vice President & Secretary

                              STANDING INSTRUCTIONS:
                              Account Name:  Warburg Pincus Small Company
                                 Value Fund
                              Account Number: 0367470
                              Bank: PNC Bank
                              ABA No.: 031 000 053
                              Attn: Charles Geiser

<PAGE>

                                   SCHEDULE 1

                            Dated as of June 23, 1999

                                       To

Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time
to time, the "CREDIT AGREEMENT"), among each investment management company
listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its
respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; and State
Street Bank and Trust Company, as operations agent

<TABLE>
<CAPTION>
NAME AND ADDRESS              FORM OF            JURISDICTION OF   PERCENTAGE
OF BORROWER                   ORGANIZATION       ORGANIZATION      ALLOCATION OF
                                                                   FEES AND
                                                                   EXPENSES
<S>                           <C>                <C>               <C>
Warburg, Pincus Small         Corporation        Maryland             0.09%
Company Growth Fund,
Inc.*
</TABLE>

466 Lexington Avenue
New York, New York
10017

*    Denotes Domestic Fund
**   Denotes International Fund
***  Denotes Restricted Fund

                              To be executed on behalf of each Borrower by one
                              or more Borrower Agents for such Borrower as
                              follows:


                              Warburg, Pincus Small Company Growth Fund, Inc.

                              By:  /s/ Janna Manes
                                 ---------------------------------
                              Name:  Janna Manes
                              Title: Vice President & Secretary

                              STANDING INSTRUCTIONS:
                              Account Name:  Warburg Pincus Small Company
                                 Growth Fund
                              Account Number:  0367527
                              Bank: PNC Bank
                              ABA No.: 031 000 053
                              Attn: Charles Geiser

<PAGE>

                                   SCHEDULE 1

                            Dated as of June 23, 1999

                                       To

Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time
to time, the "CREDIT AGREEMENT"), among each investment management company
listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its
respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; and State
Street Bank and Trust Company, as operations agent

<TABLE>
<CAPTION>
NAME AND ADDRESS              FORM OF            JURISDICTION OF   PERCENTAGE
OF BORROWER                   ORGANIZATION       ORGANIZATION      ALLOCATION OF
                                                                   FEES AND
                                                                   EXPENSES
<S>                           <C>                <C>               <C>
Warburg, Pincus Global        Corporation        Maryland             0.02%
Post-Venture Capital
Fund, Inc.**
</TABLE>

466 Lexington Avenue
New York, New York
10017

*    Denotes Domestic Fund
**   Denotes International Fund
***  Denotes Restricted Fund

                          To be executed on behalf of each Borrower by one
                          or more Borrower Agents for such Borrower as
                          follows:


                          Warburg, Pincus Global Post-Venture Capital Fund, Inc.

                          By:  /s/ Janna Manes
                             ---------------------------------
                          Name:  Janna Manes
                          Title: Vice President & Secretary

                          Standing Instructions:
                          Account Name:  Warburg Pincus Global Post-Venture
                              Capital Fund
                          Account Number: 0367496
                             Bank: PNC Bank
                          ABA No.: 031 000 053
                          Attn: Charles Geiser

<PAGE>

                                   SCHEDULE 1

                            Dated as of June 23, 1999

                                       To

Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time
to time, the "CREDIT AGREEMENT"), among each investment management company
listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its
respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; and State
Street Bank and Trust Company, as operations agent

<TABLE>
<CAPTION>
NAME AND ADDRESS              FORM OF            JURISDICTION OF   PERCENTAGE
OF BORROWER                   ORGANIZATION       ORGANIZATION      ALLOCATION OF
                                                                   FEES AND
                                                                   EXPENSES
<S>                           <C>                <C>               <C>
Warburg, Pincus Health        Corporation        Maryland             0.88%
Sciences Fund, Inc.*
</TABLE>

466 Lexington Avenue
New York, New York
10017

*    Denotes Domestic Fund
**   Denotes International Fund
***  Denotes Restricted Fund

                              To be executed on behalf of each Borrower by one
                              or more Borrower Agents for such Borrower as
                              follows:


                              Warburg, Pincus Health Sciences Fund, Inc.

                              By:  /s/ Janna Manes
                                 ---------------------------------
                              Name:  Janna Manes
                              Title: Vice President & Secretary

                              STANDING INSTRUCTIONS:
                              Account Name:  Warburg Pincus Health Sciences
                                Fund
                              Account Number:  0367519
                              Bank: PNC Bank
                              ABA No.: 031 000 053
                              Attn: Charles Geiser

<PAGE>

                                   SCHEDULE 1

                            Dated as of June 23, 1999

                                       To

Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time
to time, the "CREDIT AGREEMENT"), among each investment management company
listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its
respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; and State
Street Bank and Trust Company, as operations agent

<TABLE>
<CAPTION>
NAME AND ADDRESS              FORM OF            JURISDICTION OF   PERCENTAGE
OF BORROWER                   ORGANIZATION       ORGANIZATION      ALLOCATION OF
                                                                   FEES AND
                                                                   EXPENSES
<S>                           <C>                <C>               <C>
Warburg, Pincus Fixed         Massachusetts      Massachusetts        1.40%
Income Fund*                  Business Trusts
</TABLE>

466 Lexington Avenue
New York, New York
10017

*    Denotes Domestic Fund
**   Denotes International Fund
***  Denotes Restricted Fund

                              To be executed on behalf of each Borrower by one
                              or more Borrower Agents for such Borrower as
                              follows:


                              Warburg, Pincus Fixed Income Fund

                              By:  /s/ Janna Manes
                                 ---------------------------------
                              Name:  Janna Manes
                              Title: Vice President & Secretary

                              STANDING INSTRUCTIONS:
                              Account Name:  Warburg Pincus Fixed Income Fund
                              Account Number:  0360656
                              Bank: PNC Bank
                              ABA No.: 031 000 053
                              Attn: Charles Geiser



<PAGE>



                                   SCHEDULE 1

                            Dated as of June 23, 1999

                                       To

Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time
to time, the "CREDIT AGREEMENT"), among each investment management company
listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its
respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; and State
Street Bank and Trust Company, as operations agent

<TABLE>
<CAPTION>
NAME AND ADDRESS              FORM OF            JURISDICTION OF   PERCENTAGE
OF BORROWER                   ORGANIZATION       ORGANIZATION      ALLOCATION OF
                                                                   FEES AND
                                                                   EXPENSES
<S>                           <C>                <C>               <C>
Warburg, Pincus Global        Corporation        Maryland             0.50%
Fixed Income Fund,
Inc.**
</TABLE>

466 Lexington Avenue
New York, New York
10017

*    Denotes Domestic Fund
**   Denotes International Fund
***  Denotes Restricted Fund

                              To be executed on behalf of each Borrower by one
                              or more Borrower Agents for such Borrower as
                              follows:


                              Warburg, Pincus Global Fixed Income Fund, Inc.

                              By:  /s/ Janna Manes
                                 ---------------------------------
                              Name:  Janna Manes
                              Title: Vice President & Secretary

                              STANDING INSTRUCTIONS:
                              Account Name:  Warburg Pincus Global Fixed Income
                                Fund/TH18
                              Account Number:  70887633
                              Bank:  State Street/Boston
                              ABA No.:  011 000 028
                              Attn:  Charles Geiser

<PAGE>

                                   SCHEDULE 1

                            Dated as of June 23, 1999

                                       To

Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time
to time, the "CREDIT AGREEMENT"), among each investment management company
listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its
respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; and State
Street Bank and Trust Company, as operations agent

<TABLE>
<CAPTION>
NAME AND ADDRESS              FORM OF            JURISDICTION OF   PERCENTAGE
OF BORROWER                   ORGANIZATION       ORGANIZATION      ALLOCATION OF
                                                                   FEES AND
                                                                   EXPENSES
<S>                           <C>                <C>               <C>
Warburg, Pincus               Corporation        Maryland             0.23%
Intermediate Maturity
Government Fund, Inc.*
</TABLE>

466 Lexington Avenue
New York, New York
10017

*    Denotes Domestic Fund
**   Denotes International Fund
***  Denotes Restricted Fund

                             To be executed on behalf of each Borrower by one
                             or more Borrower Agents for such Borrower as
                             follows:


                             Warburg, Pincus Intermediate Maturity Government
                             Fund, Inc.

                             By:  /s/ Janna Manes
                                ---------------------------------
                             Name:  Janna Manes
                             Title: Vice President & Secretary

                             STANDING INSTRUCTIONS:
                             Account Name:  Warburg Pincus Intermediate Maturity
                               Government Fund, Inc.
                             Account Number:  0361783
                             Bank: PNC Bank
                             ABA No.: 031 000 053
                             Attn: Charles Geiser

<PAGE>

                                   SCHEDULE 1

                            Dated as of June 23, 1999

                                       To

Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time
to time, the "CREDIT AGREEMENT"), among each investment management company
listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its
respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; and State
Street Bank and Trust Company, as operations agent

<TABLE>
<CAPTION>
NAME AND ADDRESS              FORM OF            JURISDICTION OF   PERCENTAGE
OF BORROWER                   ORGANIZATION       ORGANIZATION      ALLOCATION OF
                                                                   FEES AND
                                                                   EXPENSES
<S>                           <C>                <C>               <C>
Warburg, Pincus               Corporation        Maryland             0.11%
Balanced Fund, Inc.*
</TABLE>

466 Lexington Avenue
New York, New York
10017

*    Denotes Domestic Fund
**   Denotes International Fund
***  Denotes Restricted Fund

                              To be executed on behalf of each Borrower by one
                              or more Borrower Agents for such Borrower as
                              follows:


                              Warburg, Pincus Balanced Fund, Inc.

                              By:  /s/ Janna Manes
                                 ---------------------------------
                              Name:  Janna Manes
                              Title: Vice President & Secretary

                              STANDING INSTRUCTIONS:
                              Account Name:  Warburg Pincus Balanced Fund
                              Account Number:  0181191
                              Bank: PNC Bank
                              ABA No.: 031 000 053
                              Attn: Charles Geiser

<PAGE>

                                   SCHEDULE 1

                            Dated as of June 23, 1999

                                       To

Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time
to time, the "CREDIT AGREEMENT"), among each investment management company
listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its
respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; and State
Street Bank and Trust Company, as operations agent

<TABLE>
<CAPTION>
NAME AND ADDRESS              FORM OF            JURISDICTION OF   PERCENTAGE
OF BORROWER                   ORGANIZATION       ORGANIZATION      ALLOCATION OF
                                                                   FEES AND
                                                                   EXPENSES
<S>                           <C>                <C>               <C>
Warburg, Pincus Growth        Corporation        Maryland             2.41%
& Income Fund, Inc.
</TABLE>

466 Lexington Avenue
New York, New York
10017

*    Denotes Domestic Fund
**   Denotes International Fund
***  Denotes Restricted Fund

                              To be executed on behalf of each Borrower by one
                              or more Borrower Agents for such Borrower as
                              follows:


                              Warburg, Pincus Growth & Income Fund, Inc.

                              By:  /s/ Janna Manes
                                 ---------------------------------
                              Name:  Janna Manes
                              Title: Vice President & Secretary

                              STANDING INSTRUCTIONS:
                              Account Name:  Warburg Pincus Growth & Income Fund
                              Account Number:  0181175
                              Bank: PNC Bank
                              ABA No.: 031 000 053
                              Attn: Charles Geiser

<PAGE>

                                   SCHEDULE 1

                            Dated as of June 23, 1999

                                       To

Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time
to time, the "CREDIT AGREEMENT"), among each investment management company
listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its
respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; and State
Street Bank and Trust Company, as operations agent

<TABLE>
<CAPTION>
NAME AND ADDRESS              FORM OF            JURISDICTION OF   PERCENTAGE
OF BORROWER                   ORGANIZATION       ORGANIZATION      ALLOCATION OF
                                                                   FEES AND
                                                                   EXPENSES
<S>                           <C>                <C>               <C>
Warburg, Pincus New           Massachusetts      Massachusetts        0.36%
York Intermediate             Business Trusts
Municipal Fund*
</TABLE>

466 Lexington Avenue
New York, New York
10017

*    Denotes Domestic Fund
**   Denotes International Fund
***  Denotes Restricted Fund

                            To be executed on behalf of each Borrower by one
                            or more Borrower Agents for such Borrower as
                            follows:


                            Warburg, Pincus New York Intermediate Municipal
                            Government Fund

                            By:  /s/ Janna Manes
                               ---------------------------------
                            Name:  Janna Manes
                            Title: Vice President & Secretary

                            STANDING INSTRUCTIONS:
                            Account Name:  Warburg Pincus New York Intermediate
                              Municipal Fund
                            Account Number:  018144
                            Bank: PNC Bank
                            ABA No.: 031 000 053
                            Attn: Charles Geiser

<PAGE>

                                   SCHEDULE 1

                            Dated as of June 23, 1999

                                       To

Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time
to time, the "CREDIT AGREEMENT"), among each investment management company
listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its
respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; and State
Street Bank and Trust Company, as operations agent

<TABLE>
<CAPTION>
NAME AND ADDRESS              FORM OF            JURISDICTION OF   PERCENTAGE
OF BORROWER                   ORGANIZATION       ORGANIZATION      ALLOCATION OF
                                                                   FEES AND
                                                                   EXPENSES
<S>                           <C>                <C>               <C>
Warburg, Pincus               Corporation        Maryland             0.07%
Emerging Markets II
Fund, Inc.***
</TABLE>

466 Lexington Avenue
New York, New York
10017

*    Denotes Domestic Fund
**   Denotes International Fund
***  Denotes Restricted Fund

                           To be executed on behalf of each Borrower by one
                           or more Borrower Agents for such Borrower as
                           follows:


                           Warburg, Pincus Emerging Markets II Fund, Inc.

                           By:  /s/ Janna Manes
                              ---------------------------------
                           Name:  Janna Manes
                           Title: Vice President & Secretary

                           STANDING INSTRUCTIONS:
                           Account Name: Warburg Pincus Emerging Markets II Fund
                           Account Number:  8122806
                           Bank:  Brown Brothers
                           ABA No.:  09250276
                           Attn:  Charles Geiser

<PAGE>

                                   SCHEDULE 1

                            Dated as of June 23, 1999

                                       To

Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time
to time, the "CREDIT AGREEMENT"), among each investment management company
listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its
respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; and State
Street Bank and Trust Company, as operations agent

<TABLE>
<CAPTION>
NAME AND ADDRESS              FORM OF            JURISDICTION OF   PERCENTAGE
OF BORROWER                   ORGANIZATION       ORGANIZATION      ALLOCATION OF
                                                                   FEES AND
                                                                   EXPENSES
<S>                           <C>                <C>               <C>
Warburg, Pincus Global        Corporation        Maryland             0.04%
Telecommunications
Fund, Inc.**
</TABLE>

466 Lexington Avenue
New York, New York
10017

*    Denotes Domestic Fund
**   Denotes International Fund
***  Denotes Restricted Fund

                              To be executed on behalf of each Borrower by one
                              or more Borrower Agents for such Borrower as
                              follows:


                              Warburg, Pincus Global Telecommunications Fund,
                                Inc.

                              By:  /s/ Janna Manes
                                 ---------------------------------
                              Name:  Janna Manes
                              Title: Vice President & Secretary

                              STANDING INSTRUCTIONS:
                              Account Name:  Warburg Pincus Global
                                Telecommunications Fund
                              Account Number:  8124695
                              Bank:  Brown Brothers
                              ABA No.:  09250276
                              Attn:  Charles Geiser

<PAGE>

                                   SCHEDULE 1

                            Dated as of June 23, 1999

                                       To

Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time
to time, the "CREDIT AGREEMENT"), among each investment management company
listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its
respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; and State
Street Bank and Trust Company, as operations agent

<TABLE>
<CAPTION>
NAME AND ADDRESS              FORM OF            JURISDICTION OF   PERCENTAGE
OF BORROWER                   ORGANIZATION       ORGANIZATION      ALLOCATION OF
                                                                   FEES AND
                                                                   EXPENSES
<S>                           <C>                <C>               <C>
Warburg, Pincus               Corporation        Maryland             2.43%
International Growth
Fund, Inc.**
</TABLE>

466 Lexington Avenue
New York, New York
10017

*    Denotes Domestic Fund
**   Denotes International Fund
***  Denotes Restricted Fund

                              To be executed on behalf of each Borrower by one
                              or more Borrower Agents for such Borrower as
                              follows:

                              Warburg, Pincus International Growth Fund, Inc.

                              By:  /s/ Janna Manes
                                 ---------------------------------
                              Name:  Janna Manes
                              Title: Vice President & Secretary

                              STANDING INSTRUCTIONS:
                              Account Name:  Warburg Pincus International
                                 Growth Fund
                              Account Number:  8122814
                              Bank:  Brown Brothers
                              ABA No.:  09250276
                              Attn:  Charles Geiser

<PAGE>

                                   SCHEDULE 1

                            Dated as of June 23, 1999

                                       To

Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time
to time, the "CREDIT AGREEMENT"), among each investment management company
listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its
respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; and State
Street Bank and Trust Company, as operations agent

<TABLE>
<CAPTION>
NAME AND ADDRESS              FORM OF            JURISDICTION OF   PERCENTAGE
OF BORROWER                   ORGANIZATION       ORGANIZATION      ALLOCATION OF
                                                                   FEES AND
                                                                   EXPENSES
<S>                           <C>                <C>               <C>
Warburg, Pincus High          Corporation        Maryland             0.48%
Yield Fund, Inc.*
</TABLE>

466 Lexington Avenue
New York, New York
10017

*    Denotes Domestic Fund
**   Denotes International Fund
***  Denotes Restricted Fund

                              To be executed on behalf of each Borrower by one
                              or more Borrower Agents for such Borrower as
                              follows:


                              Warburg, Pincus High Yield Fund, Inc.

                              By:  /s/ Janna Manes
                                 ---------------------------------
                              Name:  Janna Manes
                              Title: Vice President & Secretary

                              STANDING INSTRUCTIONS:
                              Account Name:  Warburg Pincus High Yield Fund
                              Account Number:  8122822
                              Bank:  Brown Brothers
                              ABA No.:  09250276
                              Attn:  Charles Geiser

<PAGE>

                                   SCHEDULE 1

                            Dated as of June 23, 1999

                                       To

Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time
to time, the "CREDIT AGREEMENT"), among each investment management company
listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its
respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; and State
Street Bank and Trust Company, as operations agent

<TABLE>
<CAPTION>
NAME AND ADDRESS              FORM OF            JURISDICTION OF   PERCENTAGE
OF BORROWER                   ORGANIZATION       ORGANIZATION      ALLOCATION OF
                                                                   FEES AND
                                                                   EXPENSES
<S>                           <C>                <C>               <C>
Warburg, Pincus               Corporation        Maryland             0.08%
Municipal Bond Fund,
Inc.*
</TABLE>

466 Lexington Avenue
New York, New York
10017

*    Denotes Domestic Fund
**   Denotes International Fund
***  Denotes Restricted Fund

                              To be executed on behalf of each Borrower by one
                              or more Borrower Agents for such Borrower as
                              follows:


                              Warburg, Pincus Municipal Bond Fund, Inc.

                              By:  /s/ Janna Manes
                                 ---------------------------------
                              Name:  Janna Manes
                              Title: Vice President & Secretary

                              STANDING INSTRUCTIONS:
                              Account Name:  Warburg Pincus Municipal Bond Fund
                              Account Number:  8122855
                              Bank:  Brown Brothers
                              ABA No.:  09250276
                              Attn:  Charles Geiser

<PAGE>

                                   SCHEDULE 1

                            Dated as of June 23, 1999

                                       To

Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time
to time, the "CREDIT AGREEMENT"), among each investment management company
listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its
respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; and State
Street Bank and Trust Company, as operations agent

<TABLE>
<CAPTION>
NAME AND ADDRESS              FORM OF            JURISDICTION OF   PERCENTAGE
OF BORROWER                   ORGANIZATION       ORGANIZATION      ALLOCATION OF
                                                                   FEES AND
                                                                   EXPENSES
<S>                           <C>                <C>               <C>
Warburg, Pincus               Corporation        Maryland             0.10%
Strategic Global
Fixed Income Fund, Inc.**
</TABLE>

466 Lexington Avenue
New York, New York
10017

*    Denotes Domestic Fund
**   Denotes International Fund
***  Denotes Restricted Fund

                              To be executed on behalf of each Borrower by one
                              or more Borrower Agents for such Borrower as
                              follows:


                              Warburg, Pincus Strategic Global Fixed Income
                                Fund, Inc.

                              By:  /s/ Janna Manes
                                 ---------------------------------
                              Name:  Janna Manes
                              Title: Vice President & Secretary

                              STANDING INSTRUCTIONS:
                              Account Name:  Warburg Pincus Strategic Global
                                Fixed Income Fund
                              Account Number:  8122830
                              Bank:  Brown Brothers
                              ABA No.:  09250276
                              Attn:  Charles Geiser

<PAGE>

                                   SCHEDULE 1

                            Dated as of June 23, 1999

                                       To

Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time
to time, the "CREDIT AGREEMENT"), among each investment management company
listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its
respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; and State
Street Bank and Trust Company, as operations agent

<TABLE>
<CAPTION>
NAME AND ADDRESS              FORM OF            JURISDICTION OF   PERCENTAGE
OF BORROWER                   ORGANIZATION       ORGANIZATION      ALLOCATION OF
                                                                   FEES AND
                                                                   EXPENSES
<S>                           <C>                <C>               <C>
Warburg, Pincus               Corporation        Maryland             0.09%
European Equity Fund,
Inc.**
</TABLE>

466 Lexington Avenue
New York, New York
10017

*    Denotes Domestic Fund
**   Denotes International Fund
***  Denotes Restricted Fund

                              To be executed on behalf of each Borrower by one
                              or more Borrower Agents for such Borrower as
                              follows:

                              Warburg, Pincus European Equity Fund, Inc.

                              By:  /s/ Janna Manes
                                 ---------------------------------
                              Name:  Janna Manes
                              Title: Vice President & Secretary

                              STANDING INSTRUCTIONS:
                              Account Name:  Warburg Pincus European Equity Fund
                              Account Number:  6105167
                              Bank:  Brown Brothers
                              ABA No.:  09250276
                              Attn:  Charles Geiser

<PAGE>

                                   SCHEDULE 1

                            Dated as of June 23, 1999

                                       To

Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time
to time, the "CREDIT AGREEMENT"), among each investment management company
listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its
respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; and State
Street Bank and Trust Company, as operations agent

<TABLE>
<CAPTION>
NAME AND ADDRESS              FORM OF            JURISDICTION OF   PERCENTAGE
OF BORROWER                   ORGANIZATION       ORGANIZATION      ALLOCATION OF
                                                                   FEES AND
                                                                   EXPENSES
<S>                           <C>                <C>               <C>
Warburg, Pincus U.S.          Corporation        Maryland             1.27%
Core Fixed Income Fund,
Inc.*
</TABLE>

466 Lexington Avenue
New York, New York
10017

*    Denotes Domestic Fund
**   Denotes International Fund
***  Denotes Restricted Fund

                            To be executed on behalf of each Borrower by one
                            or more Borrower Agents for such Borrower as
                            follows:


                            Warburg, Pincus U.S. Core Fixed Income Fund, Inc.

                            By:  /s/ Janna Manes
                               ---------------------------------
                            Name:  Janna Manes
                            Title: Vice President & Secretary

                            STANDING INSTRUCTIONS:
                            Account Name:  Warburg Pincus U.S. Core Fixed Income
                               Fund
                            Account Number: 8122913
                            Bank: Brown Brothers
                            ABA No.: 09250276
                            Attn: Charles Geiser

<PAGE>

                                   SCHEDULE 1

                            Dated as of June 23, 1999

                                       To

Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time
to time, the "CREDIT AGREEMENT"), among each investment management company
listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its
respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; and State
Street Bank and Trust Company, as operations agent

<TABLE>
<CAPTION>
NAME AND ADDRESS              FORM OF            JURISDICTION OF   PERCENTAGE
OF BORROWER                   ORGANIZATION       ORGANIZATION      ALLOCATION OF
                                                                   FEES AND
                                                                   EXPENSES
<S>                           <C>                <C>               <C>
Warburg, Pincus Long-         Corporation        Maryland             0.09%
Short Market Neutral
Fund, Inc.***
</TABLE>

466 Lexington Avenue
New York, New York
10017

*    Denotes Domestic Fund
**   Denotes International Fund
***  Denotes Restricted Fund

                            To be executed on behalf of each Borrower by one
                            or more Borrower Agents for such Borrower as
                            follows:


                            Warburg, Pincus Long-Short Market Neutral Fund, Inc.

                            By:  /s/ Janna Manes
                               ---------------------------------
                            Name:  Janna Manes
                            Title:    Vice President & Secretary

                            STANDING INSTRUCTIONS:
                            Account Name:  Warburg Pincus Long-Short Market
                              Neutral Fund
                            Account Number: 113-80260
                            Bank:  Custodial Trust Company
                            ABA No.:  031207526
                            Attn:  Charles Geiser

<PAGE>

                                   SCHEDULE 1

                            Dated as of June 23, 1999

                                       To

Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time
to time, the "CREDIT AGREEMENT"), among each investment management company
listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its
respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; and State
Street Bank and Trust Company, as operations agent

<TABLE>
<CAPTION>
NAME AND ADDRESS              FORM OF            JURISDICTION OF   PERCENTAGE
OF BORROWER                   ORGANIZATION       ORGANIZATION      ALLOCATION OF
                                                                   FEES AND
                                                                   EXPENSES
<S>                           <C>                <C>               <C>
Warburg, Pincus Long-         Corporation        Maryland             0.00%
Short Equity Fund,
Inc.***
</TABLE>

466 Lexington Avenue
New York, New York
10017

*    Denotes Domestic Fund
**   Denotes International Fund
***  Denotes Restricted Fund

                            To be executed on behalf of each Borrower by one
                            or more Borrower Agents for such Borrower as
                            follows:


                            Warburg, Pincus Long-Short Equity Fund, Inc.

                            By:  /s/ Janna Manes
                               ---------------------------------
                            Name:  Janna Manes
                            Title: Vice President & Secretary

                            STANDING INSTRUCTIONS:
                            Account Name:  Warburg Pincus Long-Short Equity Fund
                            Account Number:  113-80262
                            Bank:  Custodial Trust Company
                            ABA No.:  031207596
                            Attn:  Charles Geiser

<PAGE>

                                   SCHEDULE 1

                            Dated as of June 23, 1999

                                       To

Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time
to time, the "CREDIT AGREEMENT"), among each investment management company
listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its
respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; and State
Street Bank and Trust Company, as operations agent

<TABLE>
<CAPTION>
NAME AND ADDRESS              FORM OF            JURISDICTION OF   PERCENTAGE
OF BORROWER                   ORGANIZATION       ORGANIZATION      ALLOCATION OF
                                                                   FEES AND
                                                                   EXPENSES
<S>                           <C>                <C>               <C>
Warburg, Pincus Select        Corporation        Maryland             0.12%
Economic Value Fund,
Inc.*
</TABLE>

466 Lexington Avenue
New York, New York
10017

*    Denotes Domestic Fund
**   Denotes International Fund
***  Denotes Restricted Fund

                            To be executed on behalf of each Borrower by one
                            or more Borrower Agents for such Borrower as
                            follows:


                            Warburg, Pincus Select Economic Value Fund, Inc.

                            By:  /s/ Janna Manes
                               ---------------------------------
                            Name:  Janna Manes
                            Title:    Vice President & Secretary

                            STANDING INSTRUCTIONS:
                            Account Name:  Warburg Pincus Select Economic Value
                               Equity Fund
                            Account Number:  6103063
                            Bank:  Brown Brothers
                            ABA No.:  09250276
                            Attn:  Charles Geiser

<PAGE>

                                   SCHEDULE 1

                            Dated as of June 23, 1999

                                       To

Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time
to time, the "CREDIT AGREEMENT"), among each investment management company
listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its
respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; and State
Street Bank and Trust Company, as operations agent

<TABLE>
<CAPTION>
NAME AND ADDRESS              FORM OF            JURISDICTION OF   PERCENTAGE
OF BORROWER                   ORGANIZATION       ORGANIZATION      ALLOCATION OF
                                                                   FEES AND
                                                                   EXPENSES
<S>                           <C>                <C>               <C>
Emerging Markets              Massachusetts      Massachusetts        0.01%
Portfolio - Warburg,          Business Trust
Pincus Trust***
</TABLE>

466 Lexington Avenue
New York, New York
10017

*    Denotes Domestic Fund
**   Denotes International Fund
***  Denotes Restricted Fund

                            To be executed on behalf of each Borrower by one
                            or more Borrower Agents for such Borrower as
                            follows:


                            Warburg, Pincus Trust

                            By:  /s/ Janna Manes
                               ---------------------------------
                            Name:  Janna Manes
                            Title: Vice President & Secretary

                            STANDING INSTRUCTIONS:
                            Account Name: Trust - Emerging Markets Portfolio/TH
                            Account Number:  7088759
                            Bank:  State Street/Boston
                            ABA No.:  011 000 028
                            Attn:  Charles Geiser

<PAGE>

                                   SCHEDULE 1

                            Dated as of June 23, 1999

                                       To

Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time
to time, the "CREDIT AGREEMENT"), among each investment management company
listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its
respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; and State
Street Bank and Trust Company, as operations agent

<TABLE>
<CAPTION>
NAME AND ADDRESS              FORM OF            JURISDICTION OF   PERCENTAGE
OF BORROWER                   ORGANIZATION       ORGANIZATION      ALLOCATION OF
                                                                   FEES AND
                                                                   EXPENSES
<S>                           <C>                <C>               <C>
Growth & Income               Massachusetts      Massachusetts        0.05%
Portfolio - Warburg,          Business Trust
Pincus Trust*
</TABLE>

466 Lexington Avenue
New York, New York
10017

*    Denotes Domestic Fund
**   Denotes International Fund
***  Denotes Restricted Fund

                              To be executed on behalf of each Borrower by one
                              or more Borrower Agents for such Borrower as
                              follows:


                              Warburg, Pincus Trust

                              By:  /s/ Janna Manes
                                 ---------------------------------
                              Name:  Janna Manes
                              Title: Vice President & Secretary

                              STANDING INSTRUCTIONS:
                              Account Name:  Trust - Growth & Income Portfolio
                              Account Number:  0367250
                              Bank: PNC Bank
                              ABA No.: 031 000 053
                              Attn: Charles Geiser

<PAGE>

                                   SCHEDULE 1

                            Dated as of June 23, 1999

                                       To

Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time
to time, the "CREDIT AGREEMENT"), among each investment management company
listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its
respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; and State
Street Bank and Trust Company, as operations agent

<TABLE>
<CAPTION>
NAME AND ADDRESS              FORM OF            JURISDICTION OF   PERCENTAGE
OF BORROWER                   ORGANIZATION       ORGANIZATION      ALLOCATION OF
                                                                   FEES AND
                                                                   EXPENSES
<S>                           <C>                <C>               <C>
International Equity          Massachusetts      Massachusetts        1.17%
Portfolio - Warburg,          Business Trust
Pincus Trust**
</TABLE>

466 Lexington Avenue
New York, New York
10017

*    Denotes Domestic Fund
**   Denotes International Fund
***  Denotes Restricted Fund

                            To be executed on behalf of each Borrower by one
                            or more Borrower Agents for such Borrower as
                            follows:


                            Warburg, Pincus Trust

                            By:  /s/ Janna Manes
                               ---------------------------------
                            Name:  Janna Manes
                            Title: Vice President & Secretary

                            STANDING INSTRUCTIONS:
                            Account Name: Trust - International Equity Portfolio
                            Account Number:  70887542
                            Bank:  State Street/Boston
                            ABA No.:  011 000 028
                            Attn:  Charles Geiser

<PAGE>

                                   SCHEDULE 1

                            Dated as of June 23, 1999

                                       To

Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time
to time, the "CREDIT AGREEMENT"), among each investment management company
listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its
respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; and State
Street Bank and Trust Company, as operations agent

<TABLE>
<CAPTION>
NAME AND ADDRESS              FORM OF            JURISDICTION OF   PERCENTAGE
OF BORROWER                   ORGANIZATION       ORGANIZATION      ALLOCATION OF
                                                                   FEES AND
                                                                   EXPENSES
<S>                           <C>                <C>               <C>
Warburg, Pincus Trust*        Massachusetts      Massachusetts        0.21%
Post-Venture Capital          Business Trust
Portfolio
</TABLE>

466 Lexington Avenue
New York, New York
10017

*    Denotes Domestic Fund
**   Denotes International Fund
***  Denotes Restricted Fund

                            To be executed on behalf of each Borrower by one
                            or more Borrower Agents for such Borrower as
                            follows:


                            Warburg, Pincus Trust

                            By:  /s/ Janna Manes
                               ---------------------------------
                            Name:  Janna Manes
                            Title: Vice President & Secretary

                            STANDING INSTRUCTIONS:
                            Account Name: Trust - Post-Venture Capital Portfolio
                            Account Number:  0367501
                            Bank: PNC Bank
                            ABA No.: 031 000 053
                            Attn: Charles Geiser

<PAGE>

                                   SCHEDULE 1

                            Dated as of June 23, 1999

                                       To

Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time
to time, the "CREDIT AGREEMENT"), among each investment management company
listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its
respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; and State
Street Bank and Trust Company, as operations agent

<TABLE>
<CAPTION>
NAME AND ADDRESS              FORM OF            JURISDICTION OF   PERCENTAGE
OF BORROWER                   ORGANIZATION       ORGANIZATION      ALLOCATION OF
                                                                   FEES AND
                                                                   EXPENSES
<S>                           <C>                <C>               <C>
Small Company Growth          Massachusetts      Massachusetts        2.28%
Portfolio - Warburg,          Business Trust
Pincus Trust*
</TABLE>

466 Lexington Avenue
New York, New York
10017

*    Denotes Domestic Fund
**   Denotes International Fund
***  Denotes Restricted Fund

                            To be executed on behalf of each Borrower by one
                            or more Borrower Agents for such Borrower as
                            follows:


                            Warburg, Pincus Trust

                            By:  /s/ Janna Manes
                               ---------------------------------
                            Name:  Janna Manes
                            Title: Vice President & Secretary

                            STANDING INSTRUCTIONS:
                            Account Name: Trust - Small Company Growth Portfolio
                            Account Number:  0186117
                            Bank: PNC Bank
                            ABA No.: 031 000 053
                            Attn: Charles Geiser

<PAGE>

                                   SCHEDULE 1

                            Dated as of June 23, 1999

                                       To

Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time
to time, the "CREDIT AGREEMENT"), among each investment management company
listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its
respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; and State
Street Bank and Trust Company, as operations agent

<TABLE>
<CAPTION>
NAME AND ADDRESS              FORM OF            JURISDICTION OF   PERCENTAGE
OF BORROWER                   ORGANIZATION       ORGANIZATION      ALLOCATION OF
                                                                   FEES AND
                                                                   EXPENSES
<S>                           <C>                <C>               <C>
Emerging Markets              Corporation        Maryland             0.18%
Portfolio - Warburg,
Pincus Institutional Fund,
Inc.***
</TABLE>

466 Lexington Avenue
New York, New York
10017

*    Denotes Domestic Fund
**   Denotes International Fund
***  Denotes Restricted Fund

                              To be executed on behalf of each Borrower by one
                              or more Borrower Agents for such Borrower as
                              follows:


                              Warburg, Pincus Institutional Fund, Inc.

                              By:  /s/ Janna Manes
                                 ---------------------------------
                              Name:  Janna Manes
                              Title: Vice President & Secretary

                              STANDING INSTRUCTIONS:
                              Account Name: Institutional - Emerging Markets
                                Portfolio/TH0
                              Account Number:  34940072
                              Bank:  State Street/Boston
                              ABA No.:  011 000 028
                              Attn:  Charles Geiser

<PAGE>

                                   SCHEDULE 1

                            Dated as of June 23, 1999

                                       To

Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time
to time, the "CREDIT AGREEMENT"), among each investment management company
listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its
respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; and State
Street Bank and Trust Company, as operations agent

<TABLE>
<CAPTION>
NAME AND ADDRESS              FORM OF            JURISDICTION OF   PERCENTAGE
OF BORROWER                   ORGANIZATION       ORGANIZATION      ALLOCATION OF
                                                                   FEES AND
                                                                   EXPENSES
<S>                           <C>                <C>               <C>
International Equity          Corporation        Maryland             5.35%
Portfolio- Warburg,
Pincus Institutional Fund,
Inc.**
</TABLE>

466 Lexington Avenue
New York, New York
10017

*    Denotes Domestic Fund
**   Denotes International Fund
***  Denotes Restricted Fund

                              To be executed on behalf of each Borrower by one
                              or more Borrower Agents for such Borrower as
                              follows:


                              Warburg, Pincus Institutional Fund, Inc.

                              By:  /s/ Janna Manes
                                 ---------------------------------
                              Name:  Janna Manes
                              Title: Vice President & Secretary

                              STANDING INSTRUCTIONS:
                              Account Name: Institutional - International Equity
                                Portfolio
                              Account Number:  70887666
                              Bank:  State Street/Boston
                              ABA No.:  011 000 028
                              Attn:  Charles Geiser

<PAGE>

                                   SCHEDULE 1

                            Dated as of June 23, 1999

                                       To

Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time
to time, the "CREDIT AGREEMENT"), among each investment management company
listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its
respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; and State
Street Bank and Trust Company, as operations agent

<TABLE>
<CAPTION>
NAME AND ADDRESS              FORM OF            JURISDICTION OF   PERCENTAGE
OF BORROWER                   ORGANIZATION       ORGANIZATION      ALLOCATION OF
                                                                   FEES AND
                                                                   EXPENSES
<S>                           <C>                <C>               <C>
Japan Growth Portfolio -      Corporation        Maryland             0.01%
Warburg, Pincus
Institutional Fund, Inc.**
</TABLE>

466 Lexington Avenue
New York, New York
10017

*    Denotes Domestic Fund
**   Denotes International Fund
***  Denotes Restricted Fund

                              To be executed on behalf of each Borrower by one
                              or more Borrower Agents for such Borrower as
                              follows:


                              Warburg, Pincus Institutional Fund, Inc.

                              By:  /s/ Janna Manes
                                 ---------------------------------
                              Name:  Janna Manes
                              Title: Vice President & Secretary

                              STANDING INSTRUCTIONS:
                              Account Name: Institutional - Japan Growth
                                Portfolio/TH
                              Account Number:  70887682
                              Bank:  State Street/Boston
                              ABA No.:  011 000 028
                              Attn:  Charles Geiser

<PAGE>

                                   SCHEDULE 1

                            Dated as of June 23, 1999

                                       To

Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time
to time, the "CREDIT AGREEMENT"), among each investment management company
listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its
respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; and State
Street Bank and Trust Company, as operations agent

<TABLE>
<CAPTION>
NAME AND ADDRESS              FORM OF            JURISDICTION OF   PERCENTAGE
OF BORROWER                   ORGANIZATION       ORGANIZATION      ALLOCATION OF
                                                                   FEES AND
                                                                   EXPENSES
<S>                           <C>                <C>               <C>
Post-Venture Capital          Corporation        Maryland             0.00%
Portfolio - Warburg,
Pincus Institutional
Fund, Inc.*
</TABLE>

466 Lexington Avenue
New York, New York
10017

*    Denotes Domestic Fund
**   Denotes International Fund
***  Denotes Restricted Fund

                              To be executed on behalf of each Borrower by one
                              or more Borrower Agents for such Borrower as
                              follows:


                              Warburg, Pincus Institutional Fund, Inc.

                              By:  /s/ Janna Manes
                                 ---------------------------------
                              Name:  Janna Manes
                              Title: Vice President & Secretary

                              STANDING INSTRUCTIONS:
                              Account Name: Institutional - Post-Venture Capital
                                Portfolio
                              Account Number:  0367234
                              Bank: PNC Bank
                              ABA No.: 031 000 053
                              Attn: Charles Geiser

<PAGE>

                                   SCHEDULE 1

                            Dated as of June 23, 1999

                                       To

Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time
to time, the "CREDIT AGREEMENT"), among each investment management company
listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its
respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; and State
Street Bank and Trust Company, as operations agent

<TABLE>
<CAPTION>
NAME AND ADDRESS              FORM OF            JURISDICTION OF   PERCENTAGE
OF BORROWER                   ORGANIZATION       ORGANIZATION      ALLOCATION OF
                                                                   FEES AND
                                                                   EXPENSES
<S>                           <C>                <C>               <C>
Small Company Growth          Corporation        Maryland             0.77%
Portfolio - Warburg,
Pincus Institutional Fund,
Inc.*
</TABLE>

466 Lexington Avenue
New York, New York
10017

*    Denotes Domestic Fund
**   Denotes International Fund
***  Denotes Restricted Fund

                              To be executed on behalf of each Borrower by one
                              or more Borrower Agents for such Borrower as
                              follows:


                              Warburg, Pincus Institutional Fund, Inc.

                              By:  /s/ Janna Manes
                                 ---------------------------------
                              Name:  Janna Manes
                              Title: Vice President & Secretary

                              STANDING INSTRUCTIONS:
                              Account Name: Institutional - Small Company Growth
                                Portfolio
                              Account Number: 0367454
                              Bank: PNC Bank
                              ABA No.: 031 000 053
                              Attn: Charles Geiser

<PAGE>

                                   SCHEDULE 1

                            Dated as of June 23, 1999

                                       To

Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time
to time, the "CREDIT AGREEMENT"), among each investment management company
listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its
respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; and State
Street Bank and Trust Company, as operations agent

<TABLE>
<CAPTION>
NAME AND ADDRESS              FORM OF            JURISDICTION OF   PERCENTAGE
OF BORROWER                   ORGANIZATION       ORGANIZATION      ALLOCATION OF
                                                                   FEES AND
                                                                   EXPENSES
<S>                           <C>                <C>               <C>
Small Company Value           Corporation        Maryland             0.01%
Portfolio - Warburg,
Pincus Institutional Fund,
Inc.*
</TABLE>

466 Lexington Avenue
New York, New York
10017

*    Denotes Domestic Fund
**   Denotes International Fund
***  Denotes Restricted Fund

                              To be executed on behalf of each Borrower by one
                              or more Borrower Agents for such Borrower as
                              follows:

                              Warburg, Pincus Institutional Fund, Inc.

                              By:  /s/ Janna Manes
                                 ---------------------------------
                              Name:  Janna Manes
                              Title: Vice President & Secretary

                              STANDING INSTRUCTIONS:
                              Account Name: Institutional - Small Company Value
                                Portfolio
                              Account Number: 0367226
                              Bank: PNC Bank
                              ABA No.: 031 000 053
                              Attn: Charles Geiser

<PAGE>

                                   SCHEDULE 1

                            Dated as of June 23, 1999

                                       To

Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time
to time, the "CREDIT AGREEMENT"), among each investment management company
listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its
respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; and State
Street Bank and Trust Company, as operations agent

<TABLE>
<CAPTION>
NAME AND ADDRESS              FORM OF            JURISDICTION OF   PERCENTAGE
OF BORROWER                   ORGANIZATION       ORGANIZATION      ALLOCATION OF
                                                                   FEES AND
                                                                   EXPENSES
<S>                           <C>                <C>               <C>
Value Portfolio -             Corporation        Maryland             0.18%
Warburg, Pincus
Institutional Fund, Inc.*
</TABLE>

466 Lexington Avenue
New York, New York
10017

*    Denotes Domestic Fund
**   Denotes International Fund
***  Denotes Restricted Fund

                              To be executed on behalf of each Borrower by one
                              or more Borrower Agents for such Borrower as
                              follows:


                              Warburg, Pincus Institutional Fund, Inc.

                              By:  /s/ Janna Manes
                                 ---------------------------------
                              Name:  Janna Manes
                              Title: Vice President & Secretary

                              STANDING INSTRUCTIONS:
                              Account Name: Institutional - Value Portfolio
                              Account Number:  0367218
                              Bank: PNC Bank
                              ABA No.: 031 000 053
                              Attn: Charles Geiser

<PAGE>

                                   SCHEDULE 1

                            Dated as of June 23, 1999

                                       To

Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time
to time, the "CREDIT AGREEMENT"), among each investment management company
listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its
respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; and State
Street Bank and Trust Company, as operations agent

<TABLE>
<CAPTION>
NAME AND ADDRESS              FORM OF            JURISDICTION OF   PERCENTAGE
OF BORROWER                   ORGANIZATION       ORGANIZATION      ALLOCATION OF
                                                                   FEES AND
                                                                   EXPENSES
<S>                           <C>                <C>               <C>
Fixed Income Portfolio -      Massachusetts      Massachusetts        0.01%
Warburg, Pincus               Business Trust
Trust II*
</TABLE>

466 Lexington Avenue
New York, New York
10017

*    Denotes Domestic Fund
**   Denotes International Fund
***  Denotes Restricted Fund

                              To be executed on behalf of each Borrower by one
                              or more Borrower Agents for such Borrower as
                              follows:


                              Warburg, Pincus Trust II

                              By:  /s/ Janna Manes
                                 ---------------------------------
                              Name:  Janna Manes
                              Title: Vice President & Secretary

                              STANDING INSTRUCTIONS:
                              Account Name: Trust II - Fixed Income Portfolio
                              Account Number:  0367543
                              Bank: PNC Bank
                              ABA No.: 031 000 053
                              Attn: Charles Geiser

<PAGE>

                                   SCHEDULE 1

                            Dated as of June 23, 1999

                                       To

Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time
to time, the "CREDIT AGREEMENT"), among each investment management company
listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its
respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; and State
Street Bank and Trust Company, as operations agent

<TABLE>
<CAPTION>
NAME AND ADDRESS              FORM OF            JURISDICTION OF   PERCENTAGE
OF BORROWER                   ORGANIZATION       ORGANIZATION      ALLOCATION OF
                                                                   FEES AND
                                                                   EXPENSES
<S>                           <C>                <C>               <C>
Global Fixed Income           Massachusetts      Massachusetts        0.01%
Portfolio - Warburg,          Business Trust
Pincus Trust II**
</TABLE>

466 Lexington Avenue
New York, New York
10017

*    Denotes Domestic Fund
**   Denotes International Fund
***  Denotes Restricted Fund

                              Warburg, Pincus Trust II

                              By:  /s/ Janna Manes
                                 ---------------------------------
                              Name:  Janna Manes
                              Title: Vice President & Secretary

                              STANDING INSTRUCTIONS:
                              Account Name: Trust II - Global Fixed Income
                                Portfolio/THO
                              Account Number:  27241173
                              Bank:  State Street/Boston
                              ABA No.:  011 000 028
                              Attn:  Charles Geiser

<PAGE>

                                   SCHEDULE 2

                     BANKS; ADDRESSES; FACILITY PERCENTAGES

(1)      State Street Bank and Trust Company
         Global Investor Credit Services Division
         Mutual Fund Lending
         Lafayette Corporate Center
         2 Avenue de Lafayette, 2nd Floor
         Boston, MA 02111
         Fax:  (617) 662-2325
         Attention: Edward A. Siegel, Vice President

         Commitment Amount:                 $75,000,000
         Facility Percentage:               30.0%

(2)      Deutsche Bank AG, New York Branch
         31 West 52nd Street
         New York, NY 10019
         Fax: (212) 469-8346
         Attention: Alan Krouk, Assistant Vice President

         Commitment Amount:                 $80,000,000
         Facility Percentage:               32.0%

(3)      Bank of Nova Scotia
         One Liberty Plaza
         New York, NY 10006
         Fax: (212) 225-5090
         Attention: John Morale, Vice President

         Commitment Amount:                 $50,000,000
         Facility Percentage:               20.0%

(4)      Banque Nationale de Paris
         499 Park Avenue, 2rd Floor
         New York, NY 10022
         Fax: (212) 415-9707
         Attention: Ms. Marguerite L. Lebon, Assistant Vice President

         Commitment Amount:                 $45,000,000
         Facility Percentage:               18.0%

<PAGE>

                                    EXHIBIT A

                                BORROWING REQUEST
                            (Committed Credit Loans)

TO:      State Street Bank and Trust Company, as Operations Agent
         Lafayette Corporate Center
         2 Avenue de Lafayette, 2nd Floor
         Boston, MA 02111
         Attention:        Michelle Murphy
                           Fax: (617) 662-2324

         This Borrowing Request (Committed Credit Loans) is being delivered
pursuant to Section 2.04(a) of the Credit Agreement, dated as of June 23, 1999
(as amended and in effect from time to time, the "CREDIT AGREEMENT") among each
investment management company listed on Schedule 1 to the Credit Agreement [as
heretofore revised], on behalf of itself and its respective investment
portfolios identified thereon, including the undersigned (collectively, the
"BORROWERS"); the Banks listed on Schedule 2 to the Credit Agreement [as
heretofore revised] (collectively, and together with State Street Bank and Trust
Company, in its capacity as Swing Line Lender, the "BANKS"); Deutsche Bank AG,
New York Branch, as administrative agent (the "ADMINISTRATIVE AGENT"); Bank of
Nova Scotia, as syndication agent (the "SYNDICATION AGENT"); and State Street
Bank and Trust Company, as operations agent (the "OPERATIONS AGENT").
Capitalized terms used herein shall have the meanings described to them in the
Credit Agreement. The undersigned Borrower requests that a Committed Credit Loan
be made by the Banks to such Borrower on this date in the aggregate amount set
forth below:

Name of Borrower:
                                      ------------------------------------------

Date of Proposed Borrowing
[must be a Banking Day]:
                                      ------------------------------------------

Amount of Loan Requested:            $
[$1,000,000 or an integral
multiple thereof]:                    ------------------------------------------

         In connection with the foregoing Borrowing Request, the undersigned
hereby certifies to the Operations Agent and the Banks as follows:

         (a)    The value of the Borrower's portfolio securities is
$_______________, the value of the Borrower's Total Assets is $_______________,
and the value of the Borrower's Net Assets is $_____________ (in each case
computed as of the close of business on the previous business day of the
Borrower in accordance with the terms of the Credit Agreement). [NOTE: The
aggregate Indebtedness of the Borrower in respect of Loans shall at no time
exceed (i) 33-1/3% of the Borrower's Net Assets, in the case of any Borrower
that is a Domestic Fund, (ii) 25% of the Borrower's Net Assets, in the case of
Warburg Pincus High Yield Fund, Inc., Warburg Pincus Post Venture Capital Fund,
Inc., Warburg Pincus Global Post Venture Capital Fund, Inc., Warburg Pincus Post
Venture Capital Portfolio of Warburg Pincus Trust, and Post Venture Capital
Portfolio of Warburg Pincus Institutional Fund, Inc., and any Borrower that is
an

<PAGE>

International Fund, or (iii) 20% of the Borrower's Net Assets, in the case of
any Borrower that is a Restricted Fund.]

         (b)    The Borrower's aggregate Indebtedness, including the proposed
borrowing, is $____________________.

         (c)    After giving effect to the transactions contemplated by this
Borrowing Request on the date hereof, each of the conditions specified in
Section 6.02 of the Credit Agreement has been fulfilled.

         (d)    The Borrower will use the proceeds of the Committed Credit Loans
requested hereby solely for the purposes permitted under Section 4.08 of the
Credit Agreement.

         (e)    The requested borrowing is permitted under the Borrower's most
recent Prospectus.

         (f)    The proceeds of this borrowing, when added to the aggregate
principal amount of all Loans outstanding to the Borrower under the Credit
Agreement, do not exceed the Borrower's Borrowing Base.

         (g)    The proceeds of this borrowing, when added to the aggregate
principal amount of Loans outstanding to the Borrowers under the Credit
Agreement, do not exceed the Maximum Credit Amount.

         (h)    The proceeds of this borrowing, when added to the aggregate
principal amount of Committed Credit Loans outstanding to the Borrowers under
the Credit Agreement, do not exceed the Maximum Committed Credit Amount.

         (i)    The portion of the proceeds of this borrowing to be advanced by
State Street Bank, when added to the aggregate outstanding principal amount of
all Committed Credit Loans and Swing Line Loans made by State Street Bank to the
Borrowers under the Credit Agreement, does not exceed State Street Bank's
Commitment.

         The undersigned Borrower Agent is an Authorized Officer of the
Borrower.

DATE;
     ---------------------------------    --------------------------------------
                                                   (Name of Borrower)

                                          By:
                                             -----------------------------------
                                          Name:
                                               ---------------------------------
                                          Title:
                                                --------------------------------

                                       -2-
<PAGE>

                                    EXHIBIT B

                                BORROWING REQUEST
                               (Swing Line Loans)

TO:      State Street Bank and Trust Company,
         as Swing Line Lender
         Lafayette Corporate Center
         2 Avenue de Lafayette, 2nd Floor
         Boston, MA 02111
         Attention:        Michelle Murphy
                           Fax: (617) 662-2324

         This Borrowing Request (Swing Line Loans ) is being delivered pursuant
to Section 3.03(a) of the Credit Agreement, dated as of June 23, 1999 (as
amended and in effect from time to time, the "CREDIT AGREEMENT") among each
investment management company listed on SCHEDULE 1 to the Credit Agreement [as
heretofore revised], on behalf of itself and its respective investment
portfolios identified thereon, including the undersigned (collectively, the
"BORROWERS"); the Banks listed on SCHEDULE 2 to the Credit Agreement [as
heretofore revised] (collectively, and together with State Street Bank and Trust
Company, in its capacity as Swing Line Lender, the "BANKS"); Deutsche Bank AG,
New York Branch, as administrative agent (the "ADMINISTRATIVE AGENT"); Bank of
Nova Scotia, as syndication agent (the "SYNDICATION AGENT"); and State Street
Bank and Trust Company, as operations agent (the "OPERATIONS AGENT").
Capitalized terms used herein shall have the meanings described to them in the
Credit Agreement. The undersigned Borrower requests that a Swing Line Loan be
made by the Swing Line Lender to such Borrower on this date in the aggregate
amount set forth below:

Name of Borrower:
                                      ------------------------------------------

Date of Proposed Borrowing
[must be a Banking Day]:
                                      ------------------------------------------

Amount of Loan Requested:            $
                                      ------------------------------------------

         In connection with the foregoing Borrowing Request, the undersigned
hereby certifies to the Swing Line Lender as follows:

         (a)    The value of the Borrower's portfolio securities is
$_______________, the value of the Borrower's Total Assets is $_______________,
and the value of the Borrower's Net Assets is $_____________ (in each case
computed as of the close of business on the previous business day of the
Borrower in accordance with the terms of the Credit Agreement). [NOTE: The
aggregate Indebtedness of the Borrower in respect of Loans shall at no time
exceed (i) 33-1/3% of the Borrower's Net Assets, in the case of any Borrower
that is a Domestic Fund, (ii) 25% of the Borrower's Net Assets, in the case of
Warburg Pincus High Yield Fund, Inc., Warburg Pincus Post Venture Capital Fund,
Inc., Warburg Pincus Global Post Venture Capital Fund, Inc., Warburg Pincus Post
Venture Capital Portfolio of Warburg Pincus Trust, and Post Venture Capital
Portfolio of Warburg Pincus Institutional Fund, Inc., and any Borrower that is
an

<PAGE>

International Fund, or (iii) 20% of the Borrower's Net Assets, in the case of
any Borrower that is a Restricted Fund.]

         (b)    The Borrower's aggregate Indebtedness, including the proposed
borrowing, is $____________________.

         (c)    After giving effect to the transactions contemplated by this
Borrowing Request on the date hereof, each of the conditions specified in
Section 6.02 of the Credit Agreement has been fulfilled.

         (d)    The Borrower will use the proceeds of the Swing Line Loan
requested hereby solely for the purposes permitted under Section 4.08 of the
Credit Agreement.

         (e)    The requested borrowing is permitted under the Borrower's most
recent Prospectus.

         (f)    The proceeds of this borrowing, when added to the aggregate
principal amount of all Loans outstanding to the Borrower under the Credit
Agreement, do not exceed the Borrower's Borrowing Base.

         (g)    The proceeds of this borrowing, when added to the aggregate
principal amount of Swing Line Loans outstanding to the Borrowers under the
Credit Agreement, do not exceed the Swing Line Amount.

         (h)    The proceeds of this borrowing, when added to the aggregate
principal amount of Loans outstanding to the Borrowers under the Credit
Agreement, do not exceed the Maximum Credit Amount.

         (i)    The proceeds of this borrowing, when added to the aggregate
outstanding principal amount of all Committed Credit Loans and Swing Line Loans
made by State Street Bank to the Borrowers under the Credit Agreement, does not
exceed State Street Bank's Commitment.

         The undersigned Borrower Agent is an Authorized Officer of the
Borrower.

DATE;
     ---------------------------------    --------------------------------------
                                                   (Name of Borrower)

                                          By:
                                             -----------------------------------
                                          Name:
                                               ---------------------------------
                                          Title:
                                                --------------------------------


                                      -2-
<PAGE>

                                    EXHIBIT C

                                REPAYMENT NOTICE
                            (Committed Credit Loans)

TO:      State Street Bank and Trust Company, as Operations Agent
         Lafayette Corporate Center
         2 Avenue de Lafayette, 2nd Floor
         Boston, MA 02111
         Attention:        Michelle Murphy
                           Fax: (617) 662-2324

         This Repayment Notice (Committed Credit Loans) is being delivered
pursuant to Section 4.01(a) of the Credit Agreement, dated as of June 23, 1999
(as amended and in effect from time to time, the "CREDIT AGREEMENT") among each
investment management company listed on SCHEDULE 1 to the Credit Agreement [as
heretofore revised], on behalf of itself and its respective investment
portfolios identified thereon, including the undersigned (collectively, the
"BORROWERS"); the Banks listed on SCHEDULE 2 to the Credit Agreement [as
heretofore revised] (collectively, and together with State Street Bank and Trust
Company, in its capacity as Swing Line Lender, the "BANKS"); Deutsche Bank AG,
New York Branch, as administrative agent (the "ADMINISTRATIVE AGENT"); Bank of
Nova Scotia, as syndication agent (the "SYNDICATION AGENT"); and State Street
Bank and Trust Company, as operations agent (the "OPERATIONS AGENT").
Capitalized terms used herein shall have the meanings described to them in the
Credit Agreement. The undersigned Borrower hereby gives notice to the Operations
Agent, on behalf of the Banks, of the repayment this date of Committed Credit
Loans in the aggregate amount set forth below:

Name of Borrower:
                                      ------------------------------------------

Date of Proposed Borrowing
[must be a Banking Day]:
                                      ------------------------------------------

Amount of Loan Requested:            $
                                      ------------------------------------------

         The undersigned Borrower Agent is an Authorized Officer of the
Borrower.

DATE;
     ---------------------------------    --------------------------------------
                                                   (Name of Borrower)

                                          By:
                                             -----------------------------------
                                          Name:
                                               ---------------------------------
                                          Title:
                                                --------------------------------

<PAGE>

                                    EXHIBIT D

                                REPAYMENT NOTICE
                               (Swing Line Loans)

TO:      State Street Bank and Trust Company,
         as Swing Line Lender
         Lafayette Corporate Center
         2 Avenue de Lafayette, 2nd Floor
         Boston, MA 02111
         Attention:        Michelle Murphy
                           Fax: (617) 662-2324

         This Repayment Notice (Swing Line Loans) is being delivered pursuant to
Section 4.01(b) of the Credit Agreement, dated as of June 23, 1999 (as amended
and in effect from time to time, the "CREDIT AGREEMENT") among each investment
management company listed on SCHEDULE 1 to the Credit Agreement [as heretofore
revised], on behalf of itself and its respective investment portfolios
identified thereon, including the undersigned (collectively, the "BORROWERS");
the Banks listed on SCHEDULE 2 to the Credit Agreement [as heretofore revised]
(collectively, and together with State Street Bank and Trust Company, in its
capacity as Swing Line Lender, the "BANKS"); Deutsche Bank AG, New York Branch,
as administrative agent (the "ADMINISTRATIVE AGENT"); Bank of Nova Scotia, as
syndication agent (the "SYNDICATION AGENT"); and State Street Bank and Trust
Company, as operations agent (the "OPERATIONS AGENT"). Capitalized terms used
herein shall have the meanings described to them in the Credit Agreement. The
undersigned Borrower hereby gives notice to the Swing Line Lender of the
repayment this date of Swing Line Loans in the aggregate amount set forth below:

Name of Borrower:
                                      ------------------------------------------

Date of Proposed Borrowing
[must be a Banking Day]:
                                      ------------------------------------------

Amount of Loan Requested:            $
                                      ------------------------------------------

         The undersigned Borrower Agent is an Authorized Officer of the
Borrower.

DATE;
     ---------------------------------    --------------------------------------
                                                   (Name of Borrower)

                                          By:
                                             -----------------------------------
                                          Name:
                                               ---------------------------------
                                          Title:
                                                --------------------------------

<PAGE>

                                    EXHIBIT E

                             DAILY VALUATION REPORT

TO:       State Street Bank and Trust Company, as Operations Agent,
          and the Banks party to that certain Credit Agreement,
          dated as of June 23, 1999, among the Borrowers, the
          Banks, the Administrative Agent, the Syndication Agent
          and the Operations Agent

         This report is being delivered pursuant to Section 8.01(d) of the
Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time
to time, the "CREDIT AGREEMENT"), among each investment management company
listed on SCHEDULE 1 to the Credit Agreement [as heretofore revised], on behalf
of itself and its respective investment portfolios identified thereon, including
the undersigned (collectively, the "BORROWERS"); the Banks listed on SCHEDULE 2
to the Credit Agreement [as heretofore revised] (collectively, and together with
State Street Bank and Trust Company, in its capacity as the Swing Line Lender,
the "BANKS"); Deutsche Bank AG, New York Branch, as administrative agent (the
"ADMINISTRATIVE AGENT"); Bank of Nova Scotia, as syndication agent (the
"SYNDICATION AGENT"); and State Street Bank and Trust Company, as operations
agent (the "OPERATIONS Agent"). Capitalized terms used herein shall have the
meanings ascribed to them in the Credit Agreement.

         The undersigned hereby certifies to the Operations Agent and the Banks
as follows:

         (a)    The value of the Borrower's portfolio securities is
$_______________, the value of the Borrower's Total Assets is $_______________,
and the value of the Borrower's Net Assets is $_____________ (in each case
computed as of the close of business on the previous business day of the
Borrower in accordance with the terms of the Credit Agreement).

         (b)    The Borrower's aggregate Indebtedness as of the date hereof is
$_____________.

         (c)    The undersigned Borrower Agent is an authorized officer of the
Borrower.

DATE;
     ---------------------------------    --------------------------------------
                                                   (Name of Borrower)

                                          By:
                                             -----------------------------------
                                          Name:
                                               ---------------------------------
                                          Title:
                                                --------------------------------

[NOTE: THIS REPORT MUST BE FURNISHED UPON REQUEST TO ANY BANK ON ANY BANKING DAY
WHEN LOANS ARE OUTSTANDING TO A BORROWER.]

<PAGE>

                                    EXHIBIT F

                          FORM FOR ADDITIONAL BORROWER

                          _____________________, 199__

To:       State Street Bank and Trust Company, as Operations Agent,
          and the Banks party to that certain Credit Agreement,
          dated as of June 23, 1999, among the Borrowers,
          the Banks, the Operations Agent, and certain other parties

Ladies and Gentlemen:

         The undersigned [ Name of Borrower ] (the "COMPANY") hereby requests
pursuant to Article XIII of the Credit Agreement, dated as of June 23, 1999 (as
amended and in effect from time to time, the "CREDIT AGREEMENT"), among each
investment management company listed on SCHEDULE 1 to the Credit Agreement [as
heretofore revised], on behalf of itself and its respective investment
portfolios identified thereon (collectively, the "BORROWERS"); the Banks listed
on SCHEDULE 2 to the Credit Agreement [as heretofore revised] (collectively, and
together with State Street Bank and Trust Company, in its capacity as Swing Line
Lender, the "BANKS"); Deutsche Bank AG, New York Branch, as administrative agent
(the "ADMINISTRATIVE AGENT"); Bank of Nova Scotia, as syndication agent (the
"SYNDICATION AGENT"); and State Street Bank and Trust Company, as operations
agent (the "OPERATIONS AGENT"), that it be admitted as an additional Borrower
under the Credit Agreement and that SCHEDULE 1 to the Credit Agreement be
revised in accordance with Section 4.09 of the Credit Agreement to include the
Company as such in the form attached hereto which has been signed by one or more
Borrower Agents on behalf of each Borrower. Capitalized terms used herein shall
have the meanings ascribed to them in the Credit Agreement.

         The Company hereby represents and warrants to the Operations Agent and
the Banks that as of the date hereof and after giving effect to the admission of
the Company as an additional Borrower under the Credit Agreement: (i) the
representations and warranties set forth in Article VII of the Credit Agreement
with respect to the existing Borrowers are true and correct with respect to the
Company after giving effect to the admission of the Company as a Borrower; (ii)
the Company is in compliance in all material respects with all of the terms and
provisions set forth in the Credit Agreement on its part to be observed or
performed as of the date hereof and after giving effect to the admission; and
(iii) no Default with respect to the Company has occurred and is continuing.

         The Company agrees to be bound by the terms and conditions of the
Credit Agreement in all respects as a Borrower thereunder and hereby assumes all
of the obligations of a Borrower thereunder.

<PAGE>

          Please indicate your assent to the admission of the Company as an
additional Borrower under the Credit Agreement by signing below where indicated.

                                          [NAME OF BORROWER]

                                          By:
                                             -----------------------------------
                                          Name:
                                               ---------------------------------
                                          Title:
                                                --------------------------------

AGREED AND ACCEPTED:

STATE STREET BANK AND
TRUST COMPANY

By:
   ------------------------------------
Name:
     ----------------------------------
Title:
      ---------------------------------

DEUTSCHE BANK AG,
NEW YORK BRANCH

By:
   ------------------------------------
Name:
     ----------------------------------
Title:
      ---------------------------------

BANK OF NOVA SCOTIA

By:
   ------------------------------------
Name:
     ----------------------------------
Title:
      ---------------------------------

BANQUE NATIONALE DE PARIS

By:
   ------------------------------------
Name:
     ----------------------------------
Title:
      ---------------------------------

STATE STREET BANK AND
TRUST COMPANY, As Operations Agent

By:
   ------------------------------------
Name:
     ----------------------------------
Title:
      ---------------------------------


                                      -2-
<PAGE>

                                    EXHIBIT G

                           FORM OF OPINION OF COUNSEL

                                                         [  Date  ]

State Street Bank and Trust Company, as Operations Agent
Lafayette Corporate Center
2 Avenue de Lafayette, 2nd Floor
Boston, MA 02111

Ladies and Gentlemen:

         This opinion is being furnished to you pursuant to Article XIII of the
Credit Agreement, dated as of June 23, 1999 ([as amended and in effect on the
date hereof,] the "Credit Agreement") among each investment management company
listed on SCHEDULE 1 to the Credit Agreement [as heretofore revised], on behalf
of itself and its respective investment portfolios identified thereon, for which
[ ] serves as the Investment Adviser (collectively, the "BORROWERS"); the Banks
named on SCHEDULE 2 thereto [as the same has heretofore been revised through
________ (collectively, and together with State Street Bank and Trust Company,
in its capacity as Swing Line Lender, the "BANKS"); Deutsche Bank AG, New York
Branch, as administrative agent (the "ADMINISTRATIVE AGENT"); Bank of Nova
Scotia, as syndication agent (the "SYNDICATION AGENT"); and State Street Bank
and Trust Company, as operations agent (the "OPERATIONS AGENT"). [ ], a [ ] (the
"[ ]"), [on behalf of [ ] ([each] a "SERIES"),] has executed a request, a copy
of which is annexed hereto as EXHIBIT A (including Revision No. of SCHEDULE 1
annexed thereto, the "REQUEST") to be admitted as [an] additional Borrower[s]
under the Credit Agreement.

         Warburg Pincus Asset Management, Inc., a [ ] corporation ("WaRBURG
PINCUS ASSET MANAGEMENT") acts as Investment Adviser to the [ ]. Capitalized
terms used herein without definition have the respective meanings ascribed to
them in the Credit Agreement. Wherever reference is made below to "Borrowers" or
a "Borrower", to the extent that any Borrower is a Series of an Investment
Company, as distinguished from an Investment Company, it shall be deemed, where
the context so requires, to refer to the Investment Company of which the
Borrower is a Series.

         We have examined originals or copies, certified or otherwise identified
to our satisfaction, of such trust records, documents, certificates of public
officials and other instruments and have made such investigation of fact and law
as we have deemed necessary or advisable to render this opinion. We have assumed
that the Banks have all requisite power and authority and have taken all
necessary action to admit the [ ][, on behalf of [each of] the Series,] as [an]
additional Borrower[s] under the Credit Agreement in accordance with the terms
thereof.

         Based upon and subject to the foregoing and to the qualifications
hereinafter set forth, it is our opinion that:

<PAGE>

         1.     The Request accurately and completely lists the full legal name
                of the [ ] [and [each/the] Series] and [its/the] principal
                business address [of the [ ] and [each/the] Series]. The [ ] is
                a [ ], duly organized, validly existing and in good standing
                under the laws of [ ], and has all requisite power and authority
                and all material governmental licenses, authorizations, consents
                and approvals required to carry on its business as now conducted
                and as proposed to be conducted in accordance with its
                Investment Practices (as hereinafter defined) to enter into [,
                on behalf of [each/the] Series,] the Credit Agreement, and to
                carry out its terms. [The [ ] is qualified to do business in The
                Commonwealth of Massachusetts as a foreign organization.] The [
                ] is not required to qualify to do business as a foreign
                organization in any [other] jurisdiction of the United States of
                America, except for compliance with applicable state blue sky
                laws.

         2.     The [ ] is an Investment Company registered as such under the
                Investment Company Act of 1940, as amended, and has registered
                the sale of its shares of beneficial interest under the
                Securities Act of 1933, as amended.

         3.     The execution, delivery and performance by the [ ] [, on behalf
                of [each of] the Series,] of the Request and the Credit
                Agreement are within its powers, have been duly authorized by
                all necessary action of the [ ], require no consent, approval,
                authorization of, or other action by, or in respect of, or
                declaration or filing with, any governmental body, agency or
                official, other than routine filings under federal and state
                securities laws, and will not result in any violation of, or be
                in conflict with, or constitute a default under, any provision
                of the [charter documents/declaration of trust] or by-laws of
                the [ ] or [its/the] Investment Practices [of [any of] the
                Series], or of any provision of any agreement, instrument,
                judgment, decree, order, statute, rule or governmental
                regulation applicable to the [ ], or result in the creation or
                imposition of any mortgage, lien, charge or encumbrance on any
                asset of the [ ] [or of [any of] the Series] pursuant to any
                such provision. "Investment Practices", as used herein, means
                the investment objectives and fundamental investment policies
                and fundamental investment restrictions currently in effect with
                respect to [the Company/[each/the] Series], as set forth in its
                [Prospectus/Registration Statement], as amended to date, or as
                may be set forth in a vote adopted by the shareholders of [the
                Company/[the/such] Series]. The [Company/Series] [is/are] not in
                material violation of any provision of [its/their respective]
                [charter document[s]/ declaration[s] of trust] or by-laws or
                [its/their respective] Investment Practices, or of any agreement
                or instrument to which it is a party, or, to our knowledge, of
                any judgment, decree, order, statute, rule or governmental
                regulation applicable to it. Without limiting the generality of
                the foregoing, to our knowledge, the [ ] is in compliance in all
                material respects with all federal and state securities or
                similar laws and regulations, including all material rules,
                regulations and administrative orders of the SEC and applicable
                blue sky authorities.


                                      -2-
<PAGE>

         4.     There is no action, proceeding or investigation pending or, to
                our knowledge, threatened (or any basis therefor known to us)
                against the [ ] [or [the/any] Series] which questions the
                validity of the Credit Agreement as to the [ ] [or [the/any]
                Series], or any action taken or to be taken pursuant thereto, in
                which there is a reasonable possibility of an adverse decision
                and which could, either in any case or in the aggregate,
                materially affect adversely the ability of the [ ] [, on behalf
                of [each of] the Series,] to perform its obligations thereunder.

         5.     The Request and the Credit Agreement have been duly executed and
                delivered by the [ ] [, on behalf of [each of] the Series,] and
                the Credit Agreement constitutes the legal, valid and binding
                obligation of the [ ] [, on behalf of [each of] the Series,]
                enforceable against it in accordance with its terms.

         6.     Based on the covenants, representations and warranties contained
                in the Credit Agreement as to the use of the proceeds of the
                Loans, such proceeds will not be used for any purpose which
                might cause the Credit Agreement to violate the provisions of
                Regulation U of the Board of Governors of the Federal Reserve
                System.

         The opinions expressed above are qualified to the extent that the
enforceability of any provision of the Credit Agreement with respect to the
[          ][, on behalf of [each of] the Series,] or any rights granted
pursuant thereto or obligations incurred thereunder, may be subject to and
affected by:

         (a)    applicable bankruptcy, receivership, insolvency, reorganization,
                moratorium and similar laws from time to time in effect
                affecting the rights of creditors generally; and such duties and
                standards as are or may be imposed on creditors, including,
                without limitation, good faith, reasonableness and fair dealing
                under applicable law; and

         (b)    general principles of equity (regardless of whether such
                enforceability is considered in a proceeding in equity or at
                law) and the exercise of equitable powers by a court of
                competent jurisdiction.

         We call to your attention that the officer of the [ ] executing the
Request and the Credit Agreement [, on behalf of [each of] the Series,] is
signing such documents not individually but in his capacity as an officer of the
[ ] and that the obligations of the [ ] [, on behalf of [each of] the Series,]
under the Credit Agreement are not binding upon any of the [Trustees/Directors],
officers, agents, employees or shareholders of the [ ] individually, but bind
only the assets of the [ ][Series] on whose behalf the Credit Agreement has been
executed..

         We also call to your attention to the fact that each Borrower that is
an Investment Company is liable pursuant to the Credit Agreement only to the
extent of its proportionate borrowings thereunder and shall not be liable for
any obligations thereunder of a different


                                      -3-
<PAGE>

Investment Company. Moreover, each Borrower that is a Series of an Investment
Company is liable pursuant to the Credit Agreement only to the extent of its
proportionate borrowings under the Credit Agreement and shall not be liable for
any obligations thereunder of a different Series of the same or a different
Investment Company.

         We further call your attention to the fact that the Investment
Practices of certain of the Borrowers may restrict the borrowing by them under
the Credit Agreement to amounts less than the Maximum Committed Credit Amount
and the Maximum Credit Amount.

         This opinion applies only to the laws of [ ] and the federal laws of
the United States of America and relates only to the matters expressly addressed
above. We express no opinion with respect to any other matters. This opinion is
rendered only to the Operations Agent and the Banks and is solely for the
benefit of the Operations Agent and the Banks in connection with the
transactions contemplated by the Credit Agreement, may not be relied upon by the
Operations Agent or the Banks for any other purpose, and may not be furnished or
quoted to, or relied upon by, any other Person for any purpose without our prior
written consent.

                                           Very truly yours,

                                           [                      ]


                                      -4-
<PAGE>

                                    EXHIBIT H

                            ASSIGNMENT AND ACCEPTANCE

                                           Dated as of __________, 19__

         Reference is made to the Credit Agreement, dated as of June 23, 1999
(as from time to time amended and in effect, the "CREDIT AGREEMENT"), by and
among each investment management company listed on SCHEDULE 1 to the Credit
Agreement [as heretofore revised], on behalf of itself and its respective
investment portfolios identified thereon (collectively, the "BORROWERS" and each
individually a "BORROWER"); the Banks listed on SCHEDULE 2 attached thereto, as
revised from time to time (collectively, and together with State Street Bank and
Trust Company, in its capacity as Swing Line Lender, the "BANKS" and each
individually a "BANK"); Deutsche Bank AG, New York Branch, as administrative
agent (the "ADMINISTRATIVE AGENT"); Bank of Nova Scotia, as syndication agent
(the "SYNDICATION AGENT"); and State Street Bank and Trust Company, as
operations agent (the "OPERATIONS AGENT"). Capitalized terms used herein and not
otherwise defined shall have the meanings assigned to such terms in the Credit
Agreement.

         [         ] (the "ASSIGNOR") and [         ] (the "ASSIGNEE") hereby
agree as follows:

         1.    ASSIGNMENT. Subject to the terms and conditions of this
Assignment and Acceptance, the Assignor hereby sells and assigns to the
Assignee, and the Assignee hereby purchases and assumes without recourse to the
Assignor, a $____________ interest in and to the rights, benefits, indemnities
and obligations of the Assignor under the Credit Agreement equal to _____.00%
in respect of the Maximum Committed Credit Amount immediately prior to the
Effective Date (as hereinafter defined).

         2.    ASSIGNOR'S REPRESENTATIONS. The Assignor (i) represents and
warrants that (A) it is legally authorized to enter into this Assignment and
Acceptance, (B) as of the date hereof, its Commitment is $______________, its
Facility Percentage is _____.00%, and the aggregate outstanding principal
balance of its Committed Credit Loans equals $____________ (in each case after
giving effect to the assignment contemplated hereby but without giving effect to
any contemplated assignments which have not yet become effective), and (C)
immediately after giving effect to all assignments which have not yet become
effective, the Assignor's Facility Percentage will be sufficient to give effect
to this Assignment and Acceptance; (ii) makes no representation or warranty,
express or implied, and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with the
Credit Agreement or any of the other Loan Documents, or the execution, legality,
validity, enforceability, genuineness, sufficiency or value of the Credit
Agreement, the other Loan Documents or any other instrument or document
furnished pursuant thereto, other than that it is the legal and beneficial owner
of the interest being assigned by it hereunder free and clear of any claim or
encumbrance; and (iii) makes no representation or warranty and assumes no
responsibility with respect to the financial condition of any Borrower or any
other Person primarily or secondarily liable in respect of any of the
obligations of the Borrowers under or in respect of the Credit Agreement, the
other Loan Documents, and any other instrument or document executed and/or
delivered pursuant thereto, including, without limitation, the Loans (the
"OBLIGATIONS"), or the performance or observance by

<PAGE>

any Borrower or any other Person primarily or secondarily liable in respect of
any of the Obligations.

         3.   ASSIGNEE'S REPRESENTATIONS. The Assignee (i) represents and
warrants that (A) it is duly and legally authorized to enter into this
Assignment and Acceptance, (B) the execution, delivery and performance of this
Assignment and Acceptance do not conflict with any provision of law or of the
charter or by-laws of the Assignee, or of any agreement binding on the Assignee,
(C) all acts, conditions and things required to be done and performed and to
have occurred prior to the execution, delivery and performance of this
Assignment and Acceptance, and to render the same the legal, valid and binding
obligation of the Assignee, enforceable against it in accordance with its terms,
have been done and performed and have occurred in due and strict compliance with
all applicable laws; (ii) confirms that it has received a copy of the Credit
Agreement, together with copies of the most recent financial statements
delivered pursuant to Section 8.01 thereof and such other documents and
information as it has deemed appropriate to make its own credit analysis and
decision to enter into this Assignment and Acceptance; (iii) agrees that it
will, independently and without reliance upon the Assignor, the Operations Agent
or any other Bank and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under the Credit Agreement; (iv) represents and warrants that
it meets the criteria of an eligible assignee set forth in subsection 15.07(c)
of the Credit Agreement; (v) appoints and authorizes the Operations Agent to
take such action as agent on its behalf and to exercise such powers under the
Credit Agreement and the other Loan Documents as are delegated to the Operations
Agent by the terms thereof, together with such powers as are reasonably
incidental thereto; and (vi) agrees that it will perform in accordance with
their terms all the obligations which by the terms of the Credit Agreement are
required to be performed by it as a Bank.

         4.   EFFECTIVE DATE. The effective date for this Assignment and
Acceptance shall be ___________________ (the "EFFECTIVE DATE"). Following the
execution of this Assignment and Acceptance and the consent of the Borrowers
hereto having been obtained, each party hereto shall deliver its duly executed
COUNTERPART hereof to the Operations Agent for acceptance by the Operations
Agent, together with a certified bank check in the amount of $3,000 payable to
the order of the Operations Agent. [SCHEDULE 2 to the Credit Agreement shall
thereupon be replaced as of the Effective Date by the SCHEDULE 2 annexed
hereto].

         5.   RIGHTS UNDER CREDIT AGREEMENT. Upon such acceptance and recording,
from and after the Effective Date, (i) the Assignee shall be a party to the
Credit Agreement and, to the extent provided in this Assignment and Acceptance,
have the rights and obligations of a Bank thereunder, and (ii) the Assignor
shall, with respect to that portion of its interest under the Credit Agreement
assigned hereunder, relinquish its rights and be released from its obligations
under the Credit Agreement; PROVIDED, HOWEVER, that the Assignor shall retain
its rights to be indemnified pursuant to Section 15.12 of the Credit Agreement
with respect to any claims or actions arising prior to the Effective Date.

         6.   PAYMENTS. Upon such acceptance of this Assignment and Acceptance
by the Operations Agent, from and after the Effective Date, the Operations Agent
shall make all payments in respect of the rights and interests assigned hereby
(including payments of principal, interest, fees and other amounts) to the
Assignee. The Assignor and the Assignee shall make any

<PAGE>

appropriate adjustments in payments for periods prior to the Effective Date by
the Operations Agent or with respect to the making of this assignment directly
between themselves.

         7.   GOVERNING LAW. THIS ASSIGNMENT AND ACCEPTANCE IS INTENDED TO TAKE
EFFECT AS A SEALED INSTRUMENT TO BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE [ ] OF [ ] (WITHOUT REFERENCE TO THE CONFLICT OF LAWS
PRINCIPLES THEREOF).

         8.   COUNTERPARTS. This Assignment and Acceptance may be executed in
any number of counterparts which shall together constitute but one and the same
agreement.

         IN WITNESS WHEREOF, intending to be legally bound, each of the
undersigned has caused this Assignment and Acceptance to be executed on its
behalf by its officer thereunto duly authorized, as of the date first above
written.

                                         [                        ]

                                         By:
                                            ------------------------------------
                                         Name:
                                              ----------------------------------
                                         Title:
                                               ---------------------------------

                                         [                        ]

                                         By:
                                            ------------------------------------
                                         Name:
                                              ----------------------------------
                                         Title:
                                               ---------------------------------

CONSENTED TO:
- -------------

                                         [                        ]

                                         By:
                                            ------------------------------------
                                         Name:
                                              ----------------------------------
                                         Title:
                                               ---------------------------------

                                         [                        ]

                                         By:
                                            ------------------------------------
                                         Name:
                                              ----------------------------------
                                         Title:
                                               ---------------------------------

                                         [                        ]


                                      -3-
<PAGE>

                                         [                        ]

                                         By:
                                            ------------------------------------
                                         Name:
                                              ----------------------------------
                                         Title:
                                               ---------------------------------










                                      -4-
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.13(E)
<SEQUENCE>6
<FILENAME>0006.txt
<DESCRIPTION>FIRST AMENDMENT TO CREDIT AGREEMENT
<TEXT>


                       FIRST AMENDMENT TO CREDIT AGREEMENT

         This First Amendment to Credit Agreement (this "FIRST AMENDMENT") is
entered into as of this 21st day of June, 2000, by and among each investment
management company listed on Schedule 1 to the Credit Agreement, dated as of
June 23, 1999 (the "CREDIT AGREEMENT"), as heretofore revised and as further
revised by this First Amendment, on behalf of itself or its respective
investment portfolios identified thereon, severally and not jointly
(collectively, the "BORROWERS", and each individually a "BORROWER"); the Banks
listed on Schedule 2 to the Credit Agreement, as revised by this First Amendment
(collectively, and together with State Street Bank and Trust Company, in its
capacity as Swing Line Lender, the "BANKS", and each individually a "BANK");
Deutsche Bank AG, New York Branch, not individually but in its separate capacity
as administrative agent for the Banks under the Credit Agreement (in such
capacity, the "ADMINISTRATIVE AGENT"); The Bank of Nova Scotia, not individually
but in its separate capacity as syndication agent for the Banks under the Credit
Agreement (in such capacity, the "SYNDICATION AGENT"); BNP Paribas, not
individually but in its separate capacity as documentation agent for the Banks
under the Credit Agreement (in such capacity, the "DOCUMENTATION AGENT"); and
State Street Bank and Trust Company, not individually but in its separate
capacity as operations agent for the Banks under the Credit Agreement (in such
capacity, the "OPERATIONS AGENT", and, together with the Administrative Agent,
the Syndication Agent and the Documentation Agent, the "AGENTS"). Unless
otherwise indicated or unless the context otherwise requires, capitalized terms
used herein and not otherwise defined shall have the respective meanings
provided such terms in the Credit Agreement, as amended by this First Amendment.

                                    RECITALS

         WHEREAS, certain of the Borrowers (the "EXISTING Borrowers"), certain
of the Banks (the "EXISTING BANKS"), the Administrative Agent, the Syndication
Agent and the Operations Agent previously executed the Credit Agreement;

         WHEREAS, the Borrowers, the Existing Banks, the Administrative Agent,
the Syndication Agent and the Operations Agent wish to amend the Credit
Agreement to increase the Maximum Committed Credit Amount by One Hundred Million
Dollars ($100,000,000) to Three Hundred Fifty Million Dollars ($350,000,000),
and to increase the Swing Line Amount by Twenty-Five Million ($25,000,000) to
Seventy-Five Million Dollars ($75,000,000);

         WHEREAS, the Borrowers desire to renew the credit facilities made
available to them under the Credit Agreement for an additional term of 364 days;
and

         WHEREAS, the Existing Banks, the Administrative Agent, the Syndication
Agent and the Operations Agent are willing to renew the credit facilities made
available thereby upon the terms and subject to the conditions set forth herein;

         WHEREAS, the Existing Borrowers and the Existing Banks desire to
further amend the Credit Agreement to add Emerging Growth Trust, an investment
portfolio of Warburg Pincus Trust (the "ADDITIONAL BORROWER"), as a party
thereto;

<PAGE>

         WHEREAS, the Borrowers, the Existing Banks, the Administrative Agent,
the Syndication Agent and the Operations Agent wish to amend the Credit
Agreement to add Credit Lyonnais New York Branch and Den Danske Bank as bank(s)
party thereto, and to add BNP Paribas as documentation agent for the Banks;

         WHEREAS, the parties hereto desire to make certain other
changes to the Credit Agreement;

         NOW, THEREFORE, in furtherance of the foregoing, and in consideration
of mutual promises and other good and valuable consideration each to the other
given, the receipt of which is hereby acknowledged, the parties hereto agree as
follows:

         SECTION 1.  AMENDMENTS TO CREDIT AGREEMENT.

         (a)      Section 1.01 of the Credit Agreement is hereby amended
by: (i) deleting the definitions of "FEDERAL FUNDS EFFECTIVE RATE", "MAXIMUM
COMMITTED CREDIT AMOUNT", "MAXIMUM CREDIT AMOUNT" and "SWING LINE AMOUNT" in
their entirety; and (ii) substituting in lieu thereof the following:

                  "FEDERAL FUNDS EFFECTIVE RATE" shall mean, at the relevant
         time of reference thereto, the rate that appears in Bloomberg, page
         BTMM, as the "Federal Funds Offered Rate", as quoted by Garvin Guy
         Butler as of 9:30 a.m. (New York time), or, if unavailable, by any
         other federal funds broker of recognized standing as determined by the
         Operations Agent.

                  "MAXIMUM COMMITTED CREDIT AMOUNT" shall mean the maximum
         amount of the Banks' commitments to make Committed Credit Loans to the
         Borrowers hereunder, which in the first instance shall be $350,000,000,
         as the same may be reduced from time to time pursuant to Section 2.02
         hereof.

                  "MAXIMUM CREDIT AMOUNT" shall mean the maximum amount of
         credit available to the Borrowers hereunder, which in the first
         instance shall be $350,000,000, as the same may be reduced from time to
         time pursuant to Section 2.02 hereof.

                  "SWING LINE AMOUNT" shall mean the maximum amount of Swing
         Line Loans made or to be made by the Swing Line Lender to the Borrowers
         hereunder, which shall be $75,000,000."

         (b) Section 1.01 of the Credit Agreement is further amended by
inserting the following defined terms in proper alphabetical order:

                  "CLOSED-END FUND" shall mean any Borrower designated as such
         on Schedule 1 annexed hereto, which designation shall be concurred in
         by the Agents.

                  "FACILITY FEE" shall have the meaning specified in
         Section 5.01(a) hereof"

         (c) Section 1.01 of the Credit Agreement is still further amended by
deleting the definitions of "COMMITMENT FEE" and "YEAR 2000 PROBLEM" in their
entirety.


                                      -2-
<PAGE>

         (d) Section 5.01(a) of the Credit Agreement is hereby amended by: (i)
deleting said Section 5.01(a) in its entirety; and (ii) substituting in lieu
thereof the following:

                  "(a) The Borrowers shall pay to the Operations Agent for the
         ratable benefit of the Banks, and in accordance with the Specified
         Percentages, a facility fee (the "FACILITY FEE") for the period
         commencing June 21, 2000 to and including the termination of the
         Commitments hereunder equal to seven and one-half (7-1/2) basis points
         (75/1000 of 1%) per annum of the Maximum Committed Credit Amount
         regardless of usage. The Facility Fee shall be payable quarterly in
         arrears on the fifteenth Banking Day of each April, July, October and
         January of each year for the calendar quarter ending as of the last day
         of the immediately preceding month, commencing on the first such date
         next succeeding the date hereof, and, in connection with the partial
         reduction of the Maximum Committed Credit Amount in accordance with
         Section 2.02(a) hereof, on the date of such reduction, and on the date
         of any termination of any of the Commitments."

         (e) Section 5.01 of the Credit Agreement is further amended by: (i)
deleting all references to "Commitment Fee" and "Commitment Fees" contained
therein (including in the heading thereof); and (ii) substituting in lieu
thereof "Facility Fee" and "Facility Fees", as appropriate.

         (f) Section 5.02 of the Credit Agreement is amended by: (i) deleting
the first sentence of said Section 5.02; and (ii) substituting in lieu thereof
the following:

         "The Borrowers shall pay, in accordance with the Specified Percentages,
         the Operations Agent for its own account a fee (the "OPERATIONS AGENT'S
         FEE") in an amount to be agreed upon by the Borrowers and the
         Operations Agent."

         (g) Section 5.03 of the Credit Agreement is amended by: (i) deleting
said Section 5.03 in its entirety; and (ii) substituting in lieu thereof the
following:

                  "Section 5.03. Arranging Fee. The Borrowers shall pay, in
         accordance with the Specified Percentages, the Administrative Agent for
         its own account a fee (the "Arranging Fee") in an amount to be agreed
         upon by the Borrowers and the Administrative Agent. The Arranging Fee
         shall be payable annually in advance on the date of this Agreement and
         on the effective date of any renewal of the Commitments pursuant to
         Article XIV hereof."

         (h) Section 5.04 of the Credit Agreement is amended by: (i) deleting
said Section 5.04 in its entirety; and (ii) substituting in lieu thereof the
following:

                  "Section 5.04. ALLOCATION FEE. The Borrowers shall pay, in
         accordance with the Specified Percentages, the Operations Agent for the
         ratable benefit of the Banks an allocation fee (the "ALLOCATION FEE")
         in an amount equal to two and one-half (2-1/2) basis points (25/1000 of
         1%) of the aggregate Commitments. The Allocation Fee shall be payable
         annually in advance on the date of this Agreement and on the effective
         date of any renewal of the Commitments pursuant to Article XIV hereof."


                                      -3-
<PAGE>

         (i) Article VII of the Credit Agreement is amended by: (i) deleting
Section 7.18 of said Article VII in its entirety; and (ii) renumbering Section
7.19 as Section 7.18.

         (j) Section 9.01(b) of the Credit Agreement is amended by: (i) deleting
said Section 9.01(b) in its entirety; and (ii) substituting in lieu thereof the
following:

                  "(b) The aggregate Indebtedness of the Borrower in respect of
         Loans shall at no time exceed (i) 33-1/3% of the Borrower's Net Assets,
         in the case of any Borrower that is a Domestic Fund, (ii) 25% of the
         Borrower's Net Assets, in the case of Warburg Pincus Global Post
         Venture Capital Fund, Inc., Warburg Pincus Global Health Sciences Fund,
         Inc., Warburg Pincus High Yield Fund, Inc., and Global Post Venture
         Capital Portfolio of Warburg Pincus Trust, and any Borrower that is an
         International Fund, (iii) 20% of the Borrower's Net Assets, in the case
         of any Borrower that is a Restricted Fund, and (iv) 15% of the
         Borrower's Net Assets, in the case of any Borrower that is a Closed-End
         Fund.
                  The lesser of the amounts determined with respect to the
         Borrower pursuant to paragraphs (a) or (b) of this Section 9.01 is
         sometimes referred to herein as the Borrower's "Borrowing Base.""

         (k) Section 15.07(c) of the Credit Agreement is amended by: (i)
deleting the sixth line of said Section 15.07(c); and (ii) substituting in lieu
thereof the following:

         "$5,000,000, and shall be to a banking or other financial institution
         or other entity not otherwise prohibited from so acting under the
         Investment Company Act and having a combined capital and surplus of at
         least...."

         (l) The Credit Agreement is further amended by: (i) deleting all
references in the Credit Agreement, including, without limitation, Sections
2.02(a), 2.02(b), 4.02(a), 4.02(f), 4.09, 10.01, 14.02 and 15.02(a) thereof, to
"Commitment Fee" and "Commitment Fees"; and (ii) substituting in lieu thereof
"Facility Fee" and "Facility Fees", as appropriate.

         (m) SCHEDULE 1 to the Credit Agreement is hereby amended to, among
other things, add Emerging Growth Portfolio, a Portfolio of Warburg Pincus
Trust, as a Borrower under the Credit Agreement, and to eliminate Fixed Income
Portfolio and Global Fixed Income Portfolio, each being a Portfolio of Warburg
Pincus Trust II, as Borrowers under the Credit Agreement by: (i) deleting said
SCHEDULE 1 in its entirety; and (ii) substituting in lieu thereof SCHEDULE 1
annexed hereto.

         (n) SCHEDULE 2 to the Credit Agreement is hereby amended by: (i)
deleting said SCHEDULE 2 in its entirety; and (ii) substituting in lieu thereof
SCHEDULE 2 annexed hereto.

         (o) EXHIBITS A, B and F annexed to the Credit Agreement are hereby
amended to make certain changes therein consistent with this First Amendment by:
(i) deleting said EXHIBITS A, B and F in their entirety; and (ii) substituting
in lieu thereof EXHIBITS A, B and C annexed hereto.


                                      -4-
<PAGE>

         SECTION 2. REPRESENTATIONS AND WARRANTIES. In order to induce the Banks
and the Agents to enter into this First Amendment, each Borrower, severally and
not jointly, makes the following representations and warranties, all of which
shall survive the execution and delivery of this First Amendment:

         (a) The Borrower has adequate power and authority to execute and
deliver this First Amendment and the other agreements, documents and instruments
executed in connection herewith or contemplated hereby, and to perform its
obligations hereunder and under the Credit Agreement as amended hereby.

         (b) The execution, delivery and performance of this First Amendment and
the other agreements, documents and instruments executed and delivered in
connection herewith or contemplated hereby have been duly authorized by all
necessary action on the part of the Borrower, will not result in a violation of
or be in conflict with or constitute a default under any term of the Prospectus
of the Borrower, or of its charter, articles of association, declaration of
trust or by-laws, or of any investment, borrowing or other similar type of
policy or restriction to which the Borrower is subject, or of any agreement,
instrument, judgment, decree, order, statute, rule or governmental regulation
applicable to the Borrower, or result in the creation of any mortgage, lien,
charge or encumbrance upon any of the properties or assets of the Borrower
pursuant to any such term.

         (c) This First Amendment effectively amends the Credit Agreement in
accordance with the terms hereof. The obligations of the Borrower hereunder and
under the Credit Agreement as amended hereby constitute the legal, valid and
binding obligations of the Borrower enforceable against the Borrower in
accordance with their respective terms.

         (d) All of the representations and warranties made by the Borrower in
the Credit Agreement, including those in Article VII thereof, are true and
correct on the date hereof as if made on and as of the date hereof and are so
repeated herein, except that representations and warranties of financial
statements or conditions as of an earlier date relate solely to such earlier
date.

         (e) Upon the execution and delivery of this First Amendment and the
other agreements, documents and instruments executed in connection herewith or
contemplated hereby, and the satisfaction of each of the conditions precedent
set forth in Section 3 of this First Amendment, no Default shall exist and be
continuing.

         SECTION 3. CONDITIONS PRECEDENT. The agreements contained herein and
the amendments contemplated hereby shall become effective on the date when all
of the parties hereto shall have executed a copy hereof and shall have delivered
the same to the Banks and the Operations Agent, and when each of the following
conditions shall have been fulfilled:

         (a) The Operations Agent shall have received from each Borrower, with
sufficient copies for each Bank, copies of all resolutions of such Borrower's
Board of Trustees or Board of Directors, as applicable, authorizing (i) its
execution and delivery of this First Amendment, and (ii) its performance of all
of its agreements and obligations hereunder and under the Credit Agreement as
amended hereby, certified by the Secretary or Assistant Secretary of the
Borrower;


                                      -5-
<PAGE>


         (b) The Operations Agent shall have received for itself and each of the
other Banks a duly completed and executed Federal Reserve Form F.R. U-1 from
each Borrower;

         (c) The Banks and the Operations Agent shall have received from counsel
to the Borrowers an opinion(s) addressed to the Banks and the Operations Agent,
dated the date hereof, which opinion(s) shall be in form and substance
satisfactory to the Banks and the Operations Agent.

         (d) The Operations Agent and the Banks shall be satisfied that there
has been no material adverse change in the business, assets, operations,
prospects or condition (financial or otherwise) of any Borrower since the date
of the latest financial statements delivered to the Operations Agent and the
Banks pursuant to Section 7.02 or 8.01 of the Credit Agreement;

         (e) Without, in any way, limiting the scope of paragraph (d) above, the
Operations Agent and the Banks shall be satisfied that there has been no
material adverse change in any law, rule, regulation, decree or order of any
governmental authority binding upon any Borrower or otherwise applicable to the
Operations Agent, the Banks or any Borrower;

         (f) The Operations Agent shall have received from the Borrowers, on
behalf of and in trust for each Bank, all accrued and unpaid Commitment Fees (as
such term is defined in the Credit Agreement) and all accrued and unpaid
interest owing to each Bank under the Credit Agreement calculated as of the date
of this First Amendment;

         (g) Each Borrower shall have performed and complied in all material
respects with all terms and conditions herein required to be performed or
complied with by it on or prior to the date hereof, and the consummation of the
transactions on the date hereof shall not result in a Default;

         (h) The Operations Agent shall have received from each Borrower, with
sufficient copies for each Bank, a certificate dated as of the date of this
First Amendment, in form and substance satisfactory to the Banks and the
Operations Agent, in which such Borrower shall represent and warrant to the
Banks and the Operations Agent all matters set forth in Section 2 hereof and
shall represent and warrant to the Banks and the Operations Agent that the
conditions precedent set forth in paragraph (g) of this Section 3 are satisfied
at and as of the date of this First Amendment;

         (i) The Operations Agent shall have received the Operations Agent's Fee
from the Borrowers as provided in Section 5.02 of the Credit Agreement, as
amended by this First Amendment;

         (j) The Administrative Agent shall have received the Arranging Fee from
the Borrowers as provided in Section 5.03 of the Credit Agreement, as amended by
this First Amendment;

         (k) The Operations Agent shall have received for the ratable benefit of
the Banks the Allocation Fee from the Borrowers as provided in Section 5.04 of
the Credit Agreement, as amended by this First Amendment;


                                      -6-
<PAGE>

         (l) The Banks and the Operations Agent shall have received all other
information and documents which any of them may reasonably have requested in
connection with the transactions contemplated hereunder and under the Credit
Agreement as amended hereby, such information and documents, where appropriate,
to be certified by the proper officers of each Borrower or by governmental
authorities.

         SECTION 4. RATIFICATION OF EXISTING AGREEMENTS, ETC. All obligations of
each Borrower to the Banks and the Agents under or in respect of the Credit
Agreement and the other Loan Documents, except as otherwise expressly modified
or contemplated to be modified in this First Amendment, are hereby ratified and
confirmed in all respects, and as so ratified and confirmed constitute legal,
valid and binding obligations of the Borrowers enforceable against the Borrowers
in accordance with their respective terms. By executing this First Amendment,
each Borrower, the Banks and the Agents agree to waive the notice requirement of
Section 14.01 of the Credit Agreement, and agree to the renewal of the
Commitments as amended hereby for a new 364-day period ending June 20, 2001,
which shall be an "Expiration Date" as defined in Section 14.01 of the Credit
Agreement, as amended hereby. Each Borrower, the Banks and the Agents further
agree that each Loan outstanding to a Borrower under the Credit Agreement as of
the date hereof shall be deemed to be a Loan outstanding to such Borrower under
the Credit Agreement as amended by this First Amendment. Furthermore, by its
execution of this First Amendment the Additional Borrower agrees to be bound by
the terms and conditions of the Credit Agreement, as amended hereby, in all
respects as a Borrower thereunder and hereby assumes all of the obligations of a
Borrower thereunder.

         SECTION 5. MISCELLANEOUS.

         (a) This First Amendment may be executed on separate counterparts by
the parties hereto, each of which when so executed and delivered shall be an
original, but all of which shall constitute one and the same agreement.

         (b) This First Amendment and the rights and obligations of the parties
hereunder shall be construed in accordance with and be governed by the laws of
the State of New York (without giving effect to the conflict of laws principles
thereof).

         (c) The headings of the several sections of this First Amendment are
inserted for convenience only and shall not in any way effect the meaning or
construction of any provision of this First Amendment.

         (d) This First Amendment and each of the other agreements, documents
and instruments executed and delivered in connection herewith or contemplated
hereby constitute Loan Documents under and as defined in the Credit Agreement.

         SECTION 6. LIMITATION OF LIABILITY. Notice is hereby given that this
First Amendment has been executed by an officer of each Borrower, in that
capacity and not individually. The Banks acknowledge that the obligations of or
arising out of this First Amendment and the Credit Agreement, as amended hereby,
are not binding upon any of the Borrowers' trustees, directors, officers,
employees, agents or shareholders individually, but are binding solely upon the
assets and property of the Borrowers. Notwithstanding any other provision of
this First Amendment,


                                      -7-
<PAGE>

the Credit Agreement, as amended hereby, or any other Loan Document to the
contrary, to the extent that this First Amendment is executed by an Investment
Company on behalf of one or more Portfolios of such Investment Company, as a
Borrower(s) hereunder, the Banks further acknowledge that the obligations of or
arising out of this First Amendment and the Credit Agreement, as amended hereby,
are binding upon the assets and property of the Portfolio on whose behalf an
Investment Company has executed this instrument and that, with respect to each
such Portfolio, such obligations are several but not joint. Without limiting the
foregoing, the obligations of the Borrowers are several, not joint. This First
Amendment shall be deemed to constitute a separate agreement between each
Borrower and the other parties hereto (other than the other Borrowers) as if
such Borrower had executed a separate agreement naming only itself and the other
parties hereto (other than the other Borrowers) as parties. No Borrower shall be
liable for the obligations (whether for principal, interest, fees, expenses or
otherwise) of any other Borrower hereunder. In the case of each Borrower that is
an Investment Company organized as a Massachusetts business trust or Portfolio
of such an Investment Company, the declarations of trust for each such trust
refer to the trustees collectively as trustees and not as individuals
personally, and the declarations of trust provide that no shareholder, trustee,
officer, employee or agent of the trust shall be subject to claims against or
obligations of the trust to any extent whatsoever, but that the trust estate
only shall be liable.

         IN WITNESS WHEREOF, the parties hereto have executed this First
Amendment as a sealed instrument as of the day and year first above written.

<TABLE>
<S>                                                           <C>
WARBURG PINCUS CAPITAL                                        WARBURG PINCUS EMERGING
APPRECIATION FUND                                             GROWTH FUND, INC

By:                                                           By:
   ---------------------------------------------------           ---------------------------------------------------------
Name:                                                         Name:
     -------------------------------------------------             -------------------------------------------------------
Title:                                                        Title:
      ------------------------------------------------              ------------------------------------------------------

WARBURG PINCUS INTERNATIONAL                                  WARBURG PINCUS INTERNATIONAL
EQUITY FUND, INC.                                             SMALL COMPANY FUND, INC.

By:                                                           By:
   ---------------------------------------------------           ---------------------------------------------------------
Name:                                                         Name:
     -------------------------------------------------             -------------------------------------------------------
Title:                                                        Title:
      ------------------------------------------------              ------------------------------------------------------
</TABLE>


                                      -8-
<PAGE>

<TABLE>
<S>                                                           <C>
WARBURG PINCUS JAPAN                                          WARBURG PINCUS JAPAN
SMALL COMPANY FUND, INC.                                      GROWTH FUND, INC.

By:                                                           By:
   ---------------------------------------------------           ---------------------------------------------------------
Name:                                                         Name:
     -------------------------------------------------             -------------------------------------------------------
Title:                                                        Title:
      ------------------------------------------------              ------------------------------------------------------

WARBURG PINCUS EMERGING MARKETS                               WARBURG PINCUS MAJOR
FUND, INC.                                                    FOREIGN MARKETS FUND, INC.

By:                                                           By:
   ---------------------------------------------------           ---------------------------------------------------------
Name:                                                         Name:
     -------------------------------------------------             -------------------------------------------------------
Title:                                                        Title:
      ------------------------------------------------              ------------------------------------------------------

WARBURG PINCUS SMALL                                          WARBURG PINCUS SMALL
COMPANY VALUE FUND, INC.                                      COMPANY GROWTH FUND, INC.

By:                                                           By:
   ---------------------------------------------------           ---------------------------------------------------------
Name:                                                         Name:
     -------------------------------------------------             -------------------------------------------------------
Title:                                                        Title:
      ------------------------------------------------              ------------------------------------------------------

WARBURG PINCUS GLOBAL                                         WARBURG PINCUS GLOBAL
POST VENTURE CAPITAL FUND, INC.                               HEALTH SCIENCES FUND, INC.

By:                                                           By:
   ---------------------------------------------------           ---------------------------------------------------------
Name:                                                         Name:
     -------------------------------------------------             -------------------------------------------------------
Title:                                                        Title:
      ------------------------------------------------              ------------------------------------------------------

WARBURG PINCUS FIXED INCOME                                   WARBURG PINCUS GLOBAL FUND
FIXED INCOME FUND, INC

By:                                                           By:
   ---------------------------------------------------           ---------------------------------------------------------
Name:                                                         Name:
     -------------------------------------------------             -------------------------------------------------------
Title:                                                        Title:
      ------------------------------------------------              ------------------------------------------------------
</TABLE>


                                      -9-
<PAGE>

<TABLE>
<S>                                                           <C>
WARBURG PINCUS INTERMEDIATE                                   WARBURG PINCUS BALANCED
MATURITY GOVERNMENT FUND, INC.                                FUND, INC.

By:                                                           By:
   ---------------------------------------------------           ---------------------------------------------------------
Name:                                                         Name:
     -------------------------------------------------             -------------------------------------------------------
Title:                                                        Title:
      ------------------------------------------------              ------------------------------------------------------

WARBURG PINCUS VALUE FUND, INC.                               WARBURG PINCUS NEW YORK
                                                              INTERMEDIATE MUNICIPAL FUND

By:                                                           By:
   ---------------------------------------------------           ---------------------------------------------------------
Name:                                                         Name:
     -------------------------------------------------             -------------------------------------------------------
Title:                                                        Title:
      ------------------------------------------------              ------------------------------------------------------

WARBURG PINCUS GLOBAL                                         CREDIT SUISSE INSTITUTIONAL
TELECOMMUNICATIONS FUND, INC.                                 INTERNATIONAL GROWTH FUND, INC.

By:                                                           By:
   ---------------------------------------------------           ---------------------------------------------------------
Name:                                                         Name:
     -------------------------------------------------             -------------------------------------------------------
Title:                                                        Title:
      ------------------------------------------------              ------------------------------------------------------

WARBURG PINCUS HIGH YIELD                                     WARBURG PINCUS MUNICIPAL
FUND, INC.                                                    BOND FUND, INC.

By:                                                           By:
   ---------------------------------------------------           ---------------------------------------------------------
Name:                                                         Name:
     -------------------------------------------------             -------------------------------------------------------
Title:                                                        Title:
      ------------------------------------------------              ------------------------------------------------------

CREDIT SUISSE INSTITUTIONAL                                   WARBURG PINCUS EUROPEAN EQUITY
STRATEGIC GLOBAL FIXED INCOME FUND, INC.                      FUND, INC.

By:                                                           By:
   ---------------------------------------------------           ---------------------------------------------------------
Name:                                                         Name:
     -------------------------------------------------             -------------------------------------------------------
Title:                                                        Title:
      ------------------------------------------------              ------------------------------------------------------
</TABLE>


                                      -10-
<PAGE>

<TABLE>
<S>                                                           <C>
CREDIT SUISSE INSTITUTIONAL U.S.                              WARBURG PINCUS LONG-SHORT MARKET
CORE FIXED INCOME FUND, INC.                                  NEUTRAL FUND, INC.

By:                                                           By:
   ---------------------------------------------------           ---------------------------------------------------------
Name:                                                         Name:
     -------------------------------------------------             -------------------------------------------------------
Title:                                                        Title:
      ------------------------------------------------              ------------------------------------------------------

WARBURG PINCUS FOCUS FUND, INC                                CREDIT SUISSE INSTITUTIONAL U.S.
                                                              CORE EQUITY FUND, INC.

By:                                                           By:
   ---------------------------------------------------           ---------------------------------------------------------
Name:                                                         Name:
     -------------------------------------------------             -------------------------------------------------------
Title:                                                        Title:
      ------------------------------------------------              ------------------------------------------------------


CREDIT SUISSE INSTITUTIONAL                                   WARBURG PINCUS TRUST, on behalf of International Equity
FUND, INC., on behalf of International Equity                 Portfolio, Small Company Growth Portfolio, Emerging Markets
Portfolio, Small Company Growth Portfolio,                    Portfolio, Global Post-Venture Capital Portfolio, Value
Emerging Markets Portfolio, Value Portfolio,                  Portfolio, and Emerging Growth Portfolio
Japan Growth Portfolio, and Small Company
Value Portfolio

By:                                                           By:
   ---------------------------------------------------           ---------------------------------------------------------
Name:                                                         Name:
     -------------------------------------------------             -------------------------------------------------------
Title:                                                        Title:
      ------------------------------------------------              ------------------------------------------------------

THE BRAZILIAN EQUITY FUND, INC.                               THE CHILE FUND, INC.


By:                                                           By:
   ---------------------------------------------------           ---------------------------------------------------------
Name:                                                         Name:
     -------------------------------------------------             -------------------------------------------------------
Title:                                                        Title:
      ------------------------------------------------              ------------------------------------------------------
</TABLE>


                                      -11-
<PAGE>

<TABLE>
<S>                                                           <C>
THE EMERGING MARKETS                                          THE EMERGING MARKETS
TELECOMMUNICATIONS FUND, INC.                                 INFRASTRUCTURE FUND, INC.

By:                                                           By:
   ---------------------------------------------------           ---------------------------------------------------------
Name:                                                         Name:
     -------------------------------------------------             -------------------------------------------------------
Title:                                                        Title:
      ------------------------------------------------              ------------------------------------------------------

THE FIRST ISRAEL FUND, INC.                                   THE INDONESIA FUND, INC.

By:                                                           By:
   ---------------------------------------------------           ---------------------------------------------------------
Name:                                                         Name:
     -------------------------------------------------             -------------------------------------------------------
Title:                                                        Title:
      ------------------------------------------------              ------------------------------------------------------

THE LATIN AMERICA EQUITY                                      THE LATIN AMERICA INVESTMENT
FUND, INC.                                                    FUND, INC.

By:                                                           By:
   ---------------------------------------------------           ---------------------------------------------------------
Name:                                                         Name:
     -------------------------------------------------             -------------------------------------------------------
Title:                                                        Title:
      ------------------------------------------------              ------------------------------------------------------

CREDIT SUISSE ASSET MANAGEMENT                                CREDIT SUISSE ASSET
INCOME FUND, INC.                                             MANAGEMENT STRATEGIC GLOBAL
                                                              INCOME FUND, INC.

By:                                                           By:
   ---------------------------------------------------           ---------------------------------------------------------
Name:                                                         Name:
     -------------------------------------------------             -------------------------------------------------------
Title:                                                        Title:
      ------------------------------------------------              ------------------------------------------------------


                                    THE PORTUGAL FUND, INC.

                                    By:
                                       ---------------------------------------------------
                                    Name:
                                         -------------------------------------------------
                                    Title:
                                          ------------------------------------------------
</TABLE>


                                      -12-
<PAGE>

<TABLE>
<S>                                                         <C>
STATE STREET BANK AND TRUST                                 THE BANK OF NOVA SCOTIA,
COMPANY, in its individual capacity and                     in its individual capacity and as
as Operations Agent                                         Syndication Agent

By:    /s/ Steven G. Caron                                  By:    /s/ James R. Trimble
    ------------------------------------------                  -------------------------------------

Name:  Steven G. Caron                                      Name:  James R. Trimble
     -----------------------------------------                    -----------------------------------

Title: Vice President                                       Title: Managing Director
      ----------------------------------------                     ----------------------------------

DEUTSCHE BANK AG, NEW YORK                                  BNP PARIBAS, in its individual capacity and as
BRANCH, in its individual capacity and                      Documentation Agent
as Administrative Agent


By:    /s/ Gayma Z. Shivnarain                              By:    /s/ Marguerite L. Lebon
    ------------------------------------------                  -------------------------------------

Name:  Gayma Z. Shivnarain                                  Name:   Marguerite L. Lebon
     -----------------------------------------                    -----------------------------------

Title: Director                                             Title: Assistant Vice President
      ----------------------------------------                     ----------------------------------

By:    /s/ Ruth Leung                                       By:    /s/ Laurent Vanderzyppe
    ------------------------------------------                  -------------------------------------

Name:  Ruth Leung                                           Name:  Laurent Vanderzyppe
     -----------------------------------------                    -----------------------------------

Title: Director                                             Title: Vice President
      ----------------------------------------                     ----------------------------------


CREDIT LYONNAIS
NEW YORK BRANCH                                             DEN DANSKE BANK

By:    /s/ Sebastian Rocco                                  By:    /s/ George Neofitidis
       ---------------------------------------                 -------------------------------------

Name:  Sebastian Rocco                                      Name:  George Neofitidis
     -----------------------------------------                   ------------------------------------

Title: Senior Vice President                                Title: Assistant Vice President
      ----------------------------------------                     ----------------------------------

                                                            By:    /s/ John A. O'Neill
                                                                -------------------------------------

                                                            Name:  John A. O'Neill
                                                                 ------------------------------------

                                                            Title: Vice President
                                                                   ----------------------------------
</TABLE>

                                      -13-
<PAGE>


                                   SCHEDULE 1

                            Dated as of June 21, 2000

                                       To

Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time
to time, the "CREDIT AGREEMENT"), among each investment management company
listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its
respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; State Street
Bank and Trust Company, as operations agent and BNP Paribas, as documentation
agent

<TABLE>
<CAPTION>
                                                                                PERCENTAGE
                                                       JURISDICTION             ALLOCATION OF
NAME AND ADDRESS               FORM OF                 OF                       FEES AND
OF  BORROWER                   ORGANIZATION            ORGANIZATION             EXPENSES                     BORROWING BASE
<S>                            <C>                     <C>                      <C>                          <C>
Warburg, Pincus Capital        Massachusetts           Massachusett             3.46%                        10%
Appreciation Fund*             Business Trust

466 Lexington Avenue
New York, New York
10017


*        Denotes Domestic Fund
**       Denotes International Fund
***      Denotes Restricted Fund

                                                     To be executed on behalf of each Borrower by one or
                                                     more Borrower Agents for such Borrower as follows:

                                                     Warburg, Pincus Capital Appreciation Fund

                                                     By:
                                                        --------------------------------------------------
                                                     Name:
                                                          ------------------------------------------------
                                                     Title:
                                                           -----------------------------------------------

                                                     STANDING INSTRUCTIONS:
                                                     Account Name:  Warburg, Pincus Capital Appreciation Fund
                                                     Account Number:  0360567
                                                     Bank:  PNC Bank
                                                     ABA No.: 031 000 053
                                                     Attn: Charles Geiser
</TABLE>
<PAGE>

                                   SCHEDULE 1

                            Dated as of June 21, 2000

                                       To

         Credit Agreement, dated as of June 23, 1999 (as amended and in effect
from time to time, the "CREDIT AGREEMENT"), among each investment management
company listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and
its respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; State Street
Bank and Trust Company, as operations agent and BNP Paribas, as documentation
agent

<TABLE>
<CAPTION>
                                                                  PERCENTAGE
                                                JURISDICTION      ALLOCATION OF
NAME AND ADDRESS               FORM OF          OF                FEES AND
OF  BORROWER                   ORGANIZATION     ORGANIZATION      EXPENSES           BORROWING BASE
<S>                            <C>              <C>               <C>                <C>
Warburg, Pincus                Corporation      Maryland          6.00%              10%
Emerging Growth Fund,
Inc.*

466 Lexington Avenue
New York, New York
10017

*      Denotes Domestic Fund
**     Denotes International Fund
***    Denotes Restricted Fund

                                                To be executed on behalf of each Borrower by one or
                                                more Borrower Agents for such Borrower as follows:

                                                Warburg, Pincus Emerging Growth Fund, Inc.

                                                By:
                                                   --------------------------------------------------
                                                Name:
                                                     ------------------------------------------------
                                                Title:
                                                      -----------------------------------------------

                                                STANDING INSTRUCTIONS:
                                                Account Name:  Warburg, Pincus Emerging Growth Fund
                                                Account Number: 0361660
                                                Bank:  PNC Bank
                                                ABA No.:  031 000 053
                                                Attn:  Charles Geiser
</TABLE>
<PAGE>

                                   SCHEDULE 1

                            Dated as of June 21, 2000

                                       To

Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time
to time, the "CREDIT AGREEMENT"), among each investment management company
listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its
respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; State Street
Bank and Trust Company, as operations agent and BNP Paribas, as documentation
agent

<TABLE>
<CAPTION>
                                                                  PERCENTAGE
                                                JURISDICTION      ALLOCATION OF
NAME AND ADDRESS               FORM OF          OF                FEES AND
OF BORROWER                    ORGANIZATION     ORGANIZATION      EXPENSES           BORROWING BASE
<S>                            <C>              <C>               <C>                <C>
Warburg, Pincus                Corporation      Maryland          31.81%             10%
International Equity Fund,
Inc.**

466 Lexington Avenue
New York, New York
10017

*        Denotes Domestic Fund
**       Denotes International Fund
***      Denotes Restricted Fund
                                                To be executed on behalf of each Borrower by one or
                                                more Borrower Agents for such Borrower as follows:

                                                Warburg, Pincus International Equity Fund, Inc.

                                                By:
                                                   --------------------------------------------------
                                                Name:
                                                     ------------------------------------------------
                                                Title:
                                                      -----------------------------------------------

                                                STANDING INSTRUCTIONS:
                                                Account Name:  Warburg, Pincus International Equity Fund/THI
                                                Account Number: 70887658
                                                Bank: State Street, Boston
                                                ABA No.: 011 000 028
                                                Attn: Charles Geiser
</TABLE>
<PAGE>

                                  SCHEDULE 1

                            Dated as of June 21, 2000

                                       To

Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time
to time, the "CREDIT AGREEMENT"), among each investment management company
listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its
respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; State Street
Bank and Trust Company, as operations agent and BNP Paribas, as documentation
agent

<TABLE>
<CAPTION>
                                                                  PERCENTAGE
                                                JURISDICTION      ALLOCATION OF
NAME AND ADDRESS               FORM OF          OF                FEES AND
OF BORROWER                    ORGANIZATION     ORGANIZATION      EXPENSES           BORROWING BASE
<S>                            <C>              <C>               <C>                <C>
Warburg, Pincus                Corporation      Maryland          0.35%              25%
International Small Company
Fund, Inc.**

466 Lexington Avenue
New York, New York
10017

*        Denotes Domestic Fund
**       Denotes International Fund
***      Denotes Restricted Fund
                                                To be executed on behalf of each Borrower by one or
                                                more Borrower Agents for such Borrower as follows:

                                                Warburg, Pincus International Small Company Fund, Inc.

                                                By:
                                                   --------------------------------------------------
                                                Name:
                                                     ------------------------------------------------
                                                Title:
                                                      -----------------------------------------------

                                                STANDING INSTRUCTIONS:
                                                Account Name:  Warburg, Pincus International Small
                                                Company Fund/TH23
                                                Account Number:  70887765
                                                Bank:  State Street/Boston
                                                ABA No.:  011 000 028
                                                Attn: Charles Geiser
</TABLE>
<PAGE>

                                   SCHEDULE 1

                            Dated as of June 21, 2000

                                       To

Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time
to time, the "CREDIT AGREEMENT"), among each investment management company
listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its
respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; State Street
Bank and Trust Company, as operations agent and BNP Paribas, as documentation
agent

<TABLE>
<CAPTION>
                                                                  PERCENTAGE
                                                JURISDICTION      ALLOCATION OF
NAME AND ADDRESS               FORM OF          OF                FEES AND
OF BORROWER                    ORGANIZATION     ORGANIZATION      EXPENSES           BORROWING BASE
<S>                            <C>              <C>               <C>                <C>
Warburg, Pincus                Corporation      Maryland          14.97%             25%
Japan Small Company
Fund, Inc.**

466 Lexington Avenue
New York, New York
10017

*        Denotes Domestic Fund
**       Denotes International Fund
***      Denotes Restricted Fund
                                                To be executed on behalf of each Borrower by one or
                                                more Borrower Agents for such Borrower as follows:

                                                Warburg, Pincus Japan Small Company Fund, Inc.

                                                By:
                                                   --------------------------------------------------
                                                Name:
                                                     ------------------------------------------------
                                                Title:
                                                      -----------------------------------------------

                                                STANDING INSTRUCTIONS:
                                                Account Name:  Warburg, Pincus Japan Small
                                                Company Fund/THO
                                                Account Number:  70887468
                                                Bank:  State Street/Boston
                                                ABA No.:  011 000 028
                                                Attn: Charles Geiser
</TABLE>
<PAGE>

                                   SCHEDULE 1

                            Dated as of June 21, 2000

                                       To

Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time
to time, the "CREDIT AGREEMENT"), among each investment management company
listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its
respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; State Street
Bank and Trust Company, as operations agent and BNP Paribas, as documentation
agent

<TABLE>
<CAPTION>
                                                                  PERCENTAGE
                                                JURISDICTION      ALLOCATION OF
NAME AND ADDRESS               FORM OF          OF                FEES AND
OF BORROWER                    ORGANIZATION     ORGANIZATION      EXPENSES           BORROWING BASE
<S>                            <C>              <C>               <C>                <C>
Warburg, Pincus                Corporation      Maryland          13.26%             25%
Japan Growth Fund,
Inc.**

466 Lexington Avenue
New York, New York
10017

*        Denotes Domestic Fund
**       Denotes International Fund
***      Denotes Restricted Fund
                                                To be executed on behalf of each Borrower by one or
                                                more Borrower Agents for such Borrower as follows:

                                                Warburg, Pincus Japan Growth Fund, Inc.

                                                By:
                                                   --------------------------------------------------
                                                Name:
                                                     ------------------------------------------------
                                                Title:
                                                      -----------------------------------------------

                                                STANDING INSTRUCTIONS:
                                                Account Name:  Warburg, Pincus Japan Growth
                                                Fund/THI4
                                                Account Number:  70887690
                                                Bank:  State Street, Boston
                                                ABA No.:  011 000 028
                                                Attn: Charles Geiser
</TABLE>
<PAGE>

                                   SCHEDULE 1

                            Dated as of June 21, 2000

                                       To

Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time
to time, the "CREDIT AGREEMENT"), among each investment management company
listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its
respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; State Street
Bank and Trust Company, as operations agent and BNP Paribas, as documentation
agent

<TABLE>
<CAPTION>
                                                                  PERCENTAGE
                                                JURISDICTION      ALLOCATION OF
NAME AND ADDRESS               FORM OF          OF                FEES AND
OF BORROWER                    ORGANIZATION     ORGANIZATION      EXPENSES           BORROWING BASE
<S>                            <C>              <C>               <C>                <C>
Warburg, Pincus                Corporation      Maryland          2.29%              20%
Emerging Markets Fund,
Inc.***

466 Lexington Avenue
New York, New York
10017


*        Denotes Domestic Fund
**       Denotes International Fund
***      Denotes Restricted Fund
                                                To be executed on behalf of each Borrower by one or
                                                more Borrower Agents for such Borrower as follows:

                                                Warburg, Pincus Emerging Markets Fund, Inc.

                                                By:
                                                   --------------------------------------------------
                                                Name:
                                                     ------------------------------------------------
                                                Title:
                                                      -----------------------------------------------

                                                STANDING INSTRUCTIONS:
                                                Account Name:  Warburg, Pincus Emerging Markets Fund/TH02
                                                Account Number:  70887443
                                                Bank:  State Street, Boston
                                                ABA No.:  011 000 028
                                                Attn: Charles Geiser
</TABLE>
<PAGE>

                                   SCHEDULE 1

                            Dated as of June 21, 2000

                                       To

Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time
to time, the "CREDIT AGREEMENT"), among each investment management company
listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its
respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; State Street
Bank and Trust Company, as operations agent and BNP Paribas, as documentation
agent

<TABLE>
<CAPTION>
                                                                  PERCENTAGE
                                                JURISDICTION      ALLOCATION OF
NAME AND ADDRESS               FORM OF          OF                FEES AND
OF BORROWER                    ORGANIZATION     ORGANIZATION      EXPENSES           BORROWING BASE
<S>                            <C>              <C>               <C>                <C>
Warburg,                       Corporation      Maryland          0.27%              25%
Pincus Major
Foreign
Markets Fund,
Inc.**


466 Lexington Avenue
New York, New York
10017

*        Denotes Domestic Fund
**       Denotes International Fund
***      Denotes Restricted Fund
                                                To be executed on behalf of each Borrower by one or
                                                more Borrower Agents for such Borrower as follows:

                                                Warburg, Pincus Major Foreign Markets Fund, Inc.


                                                By:
                                                   --------------------------------------------------
                                                Name:
                                                     ------------------------------------------------
                                                Title:
                                                      -----------------------------------------------

                                                STANDING INSTRUCTIONS:
                                                Account Name:  Warburg, Pincus Major Foreign Markets Fund/TH12
                                                Account Number:  70887674
                                                Bank:  State Street, Boston
                                                ABA No.:  011 000 028
                                                Attn: Charles Geiser
</TABLE>
<PAGE>

                                   SCHEDULE 1

                            Dated as of June 21, 2000

                                       To

Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time
to time, the "CREDIT AGREEMENT"), among each investment management company
listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its
respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; State Street
Bank and Trust Company, as operations agent and BNP Paribas, as documentation
agent

<TABLE>
<CAPTION>
                                                                  PERCENTAGE
                                                JURISDICTION      ALLOCATION OF
NAME AND ADDRESS               FORM OF          OF                FEES AND
OF BORROWER                    ORGANIZATION     ORGANIZATION      EXPENSES           BORROWING BASE
<S>                            <C>              <C>               <C>                <C>
Warburg,                       Corporation      Maryland          0.06%              30%
Pincus Small
Company Value
Fund, Inc.*

466 Lexington Avenue
New York, New York
10017


*        Denotes Domestic Fund
**       Denotes International Fund
***      Denotes Restricted Fund
                                                To be executed on behalf of each Borrower by one or
                                                more Borrower Agents for such Borrower as follows:

                                                Warburg, Pincus Small Company Value Fund, Inc.

                                                By:
                                                   --------------------------------------------------
                                                Name:
                                                     ------------------------------------------------
                                                Title:
                                                      -----------------------------------------------

                                                STANDING INSTRUCTIONS:
                                                Account Name:  Warburg, Pincus Small Company Value Fund
                                                Account Number:  0367470
                                                Bank:  PNC Bank
                                                ABA No.:  031 000 053
                                                Attn: Charles Geiser
</TABLE>
<PAGE>

                                   SCHEDULE 1

                            Dated as of June 21, 2000

                                       To

Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time
to time, the "CREDIT AGREEMENT"), among each investment management company
listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its
respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; State Street
Bank and Trust Company, as operations agent and BNP Paribas, as documentation
agent

<TABLE>
<CAPTION>
                                                                  PERCENTAGE
                                                JURISDICTION      ALLOCATION OF
NAME AND ADDRESS               FORM OF          OF                FEES AND
OF BORROWER                    ORGANIZATION     ORGANIZATION      EXPENSES           BORROWING BASE
<S>                            <C>              <C>               <C>                <C>
Warburg,                       Corporation      Maryland          0.09%              30%
Pincus Small
Company Growth
Fund, Inc.*



466 Lexington Avenue
New York, New York
10017


*        Denotes Domestic Fund
**       Denotes International Fund
***      Denotes Restricted Fund
                                                To be executed on behalf of each Borrower by one or
                                                more Borrower Agents for such Borrower as follows:

                                                Warburg, Pincus Small Company Growth Fund, Inc.

                                                By:
                                                   --------------------------------------------------
                                                Name:
                                                     ------------------------------------------------
                                                Title:
                                                      -----------------------------------------------

                                                STANDING INSTRUCTIONS:
                                                Account Name:  Warburg, Pincus Small
                                                Company Growth Fund
                                                Account Number:  0367527
                                                Bank:  PNC Bank
                                                ABA No.:  031 000 053
                                                Attn: Charles Geiser

</TABLE>
<PAGE>

                                   SCHEDULE 1

                            Dated as of June 21, 2000

                                       To

Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time
to time, the "CREDIT AGREEMENT"), among each investment management company
listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its
respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; State Street
Bank and Trust Company, as operations agent and BNP Paribas, as documentation
agent

<TABLE>
<CAPTION>
                                                                  PERCENTAGE
                                                JURISDICTION      ALLOCATION OF
NAME AND ADDRESS               FORM OF          OF                FEES AND
OF BORROWER                    ORGANIZATION     ORGANIZATION      EXPENSES           BORROWING BASE
<S>                            <C>              <C>               <C>                <C>
Warburg,                       Corporation      Maryland          0.40%              25%
Pincus Global
Post Venture
Capital Fund,
Inc.**



466 Lexington Avenue
New York, New York
10017



*        Denotes Domestic Fund
**       Denotes International Fund
***      Denotes Restricted Fund
                                                To be executed on behalf of each Borrower by one or
                                                more Borrower Agents for such Borrower as follows:

                                                Warburg, Pincus Global Post Venture Capital Fund, Inc.

                                                By:
                                                   --------------------------------------------------
                                                Name:
                                                     ------------------------------------------------
                                                Title:
                                                      -----------------------------------------------

                                                STANDING INSTRUCTIONS:
                                                Account Name:  Warburg, Pincus Global
                                                Post-Venture Capital Fund
                                                Account Number:  0367496
                                                Bank:  PNC Bank
                                                ABA No.:  031 000 053
                                                Attn: Charles Geiser

</TABLE>
<PAGE>

                                   SCHEDULE 1

                            Dated as of June 21, 2000

                                       To

Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time
to time, the "CREDIT AGREEMENT"), among each investment management company
listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its
respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; State Street
Bank and Trust Company, as operations agent and BNP Paribas, as documentation
agent

<TABLE>
<CAPTION>
                                                                  PERCENTAGE
                                                JURISDICTION      ALLOCATION OF
NAME AND ADDRESS               FORM OF          OF                FEES AND
OF BORROWER                    ORGANIZATION     ORGANIZATION      EXPENSES           BORROWING BASE
<S>                            <C>              <C>               <C>                <C>
Warburg,                       Corporation      Maryland          0.12%              25%
Pincus Global
Health
Sciences Fund,
Inc.**



466 Lexington Avenue
New York, New York
10017



*        Denotes Domestic Fund
**       Denotes International Fund
***      Denotes Restricted Fund
                                                To be executed on behalf of each Borrower by one or
                                                more Borrower Agents for such Borrower as follows:

                                                Warburg, Pincus Global Health Sciences Fund, Inc.

                                                By:
                                                   --------------------------------------------------
                                                Name:
                                                     ------------------------------------------------
                                                Title:
                                                      -----------------------------------------------

                                                STANDING INSTRUCTIONS:
                                                Account Name:  Warburg, Pincus Global
                                                Health Sciences Fund, Inc
                                                Account Number:  0367519
                                                Bank:  PNC Bank
                                                ABA No.:  031 000 053
                                                Attn: Charles Geiser

</TABLE>
<PAGE>

                                   SCHEDULE 1

                            Dated as of June 21, 2000

                                       To

Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time
to time, the "CREDIT AGREEMENT"), among each investment management company
listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its
respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; State Street
Bank and Trust Company, as operations agent and BNP Paribas, as documentation
agent

<TABLE>
<CAPTION>
                                                                  PERCENTAGE
                                                JURISDICTION      ALLOCATION OF
NAME AND ADDRESS               FORM OF          OF                FEES AND
OF  BORROWER                   ORGANIZATION     ORGANIZATION      EXPENSES           BORROWING BASE
<S>                            <C>              <C>               <C>                <C>
Warburg,                       Massachusetts    Massachusett      0.74%              30%
Pincus Fixed                   Business
Income Fund*                   Trust



466 Lexington Avenue
New York, New York
10017



*        Denotes Domestic Fund
**       Denotes International Fund
***      Denotes Restricted Fund
                                                To be executed on behalf of each Borrower by one or
                                                more Borrower Agents for such Borrower as follows:

                                                Warburg, Pincus Fixed Income Fund

                                                By:
                                                   --------------------------------------------------
                                                Name:
                                                     ------------------------------------------------
                                                Title:
                                                      -----------------------------------------------

                                                STANDING INSTRUCTIONS:
                                                Account Name:  Warburg, Pincus Fixed
                                                Income Fund
                                                Account Number:  0360656
                                                Bank:  PNC Bank
                                                ABA No.:  031 000 053
                                                Attn: Charles Geiser

</TABLE>
<PAGE>

                                   SCHEDULE 1

                            Dated as of June 21, 2000

                                       To

Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time
to time, the "CREDIT AGREEMENT"), among each investment management company
listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its
respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; State Street
Bank and Trust Company, as operations agent and BNP Paribas, as documentation
agent

<TABLE>
<CAPTION>
                                                                  PERCENTAGE
                                                JURISDICTION      ALLOCATION OF
NAME AND ADDRESS               FORM OF          OF                FEES AND
OF BORROWER                    ORGANIZATION     ORGANIZATION      EXPENSES           BORROWING BASE
<S>                            <C>              <C>               <C>                <C>
Warburg,                       Corporation      Maryland          0.26%              25%
Pincus Global
Fixed Income
Fund, Inc.**



466 Lexington Avenue
New York, New York
10017



*        Denotes Domestic Fund
**       Denotes International Fund
***      Denotes Restricted Fund
                                                To be executed on behalf of each Borrower by one or
                                                more Borrower Agents for such Borrower as follows:

                                                Warburg, Pincus Global Fixed Income Fund, Inc.

                                                By:
                                                   --------------------------------------------------
                                                Name:
                                                     ------------------------------------------------
                                                Title:
                                                      -----------------------------------------------

                                                STANDING INSTRUCTIONS:
                                                Account Name:  Warburg, Pincus Global
                                                Fixed Income Fund/TH18
                                                Account Number:  70887633
                                                Bank:  State Street, Boston
                                                ABA No.:  011 000 028
                                                Attn: Charles Geiser

</TABLE>
<PAGE>

                                   SCHEDULE 1

                            Dated as of June 21, 2000

                                       To

Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time
to time, the "CREDIT AGREEMENT"), among each investment management company
listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its
respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; State Street
Bank and Trust Company, as operations agent and BNP Paribas, as documentation
agent

<TABLE>
<CAPTION>
                                                                  PERCENTAGE
                                                JURISDICTION      ALLOCATION OF
NAME AND ADDRESS               FORM OF          OF                FEES AND
OF BORROWER                    ORGANIZATION     ORGANIZATION      EXPENSES           BORROWING BASE
<S>                            <C>              <C>               <C>                <C>
Warburg,                       Corporation      Maryland          0.12%              30%
Pincus
Intermediate
Maturity
Government
Fund, Inc.*



466 Lexington Avenue
New York, New York
10017



*        Denotes Domestic Fund
**       Denotes International Fund
***      Denotes Restricted Fund

                                                To be executed on behalf of each Borrower by one or
                                                more Borrower Agents for such Borrower as follows:

                                                Warburg, Pincus Intermediate Maturity Government Fund, Inc.

                                                By:
                                                   --------------------------------------------------
                                                Name:
                                                     ------------------------------------------------
                                                Title:
                                                      -----------------------------------------------

                                                STANDING INSTRUCTIONS:
                                                Account Name:  Warburg, Pincus
                                                Intermediate Maturity Government Fund
                                                Account Number:  0361783
                                                Bank:  PNC Bank
                                                ABA No.:  031 000 053
                                                Attn: Charles Geiser

</TABLE>
<PAGE>

                                   SCHEDULE 1

                            Dated as of June 21, 2000

                                       To

Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time
to time, the "CREDIT AGREEMENT"), among each investment management company
listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its
respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; State Street
Bank and Trust Company, as operations agent and BNP Paribas, as documentation
agent

<TABLE>
<CAPTION>
                                                                  PERCENTAGE
                                                JURISDICTION      ALLOCATION OF
NAME AND ADDRESS               FORM OF          OF                FEES AND
OF BORROWER                    ORGANIZATION     ORGANIZATION      EXPENSES           BORROWING BASE
<S>                            <C>              <C>               <C>                <C>
Warburg,                       Corporation      Maryland          0.07%              30%
Pincus
Balanced Fund,
Inc.*



466 Lexington Avenue
New York, New York
10017



*        Denotes Domestic Fund
**       Denotes International Fund
***      Denotes Restricted Fund

                                                To be executed on behalf of each Borrower by one or
                                                more Borrower Agents for such Borrower as follows:

                                                Warburg, Pincus Balanced Fund, Inc.

                                                By:
                                                   --------------------------------------------------
                                                Name:
                                                     ------------------------------------------------
                                                Title:
                                                      -----------------------------------------------

                                                STANDING INSTRUCTIONS:
                                                Account Name:  Warburg, Pincus Balanced
                                                Fund
                                                Account Number:  0181191
                                                Bank:  PNC Bank
                                                ABA No.:  031 000 053
                                                Attn: Charles Geiser

</TABLE>
<PAGE>

                                   SCHEDULE 1

                            Dated as of June 21, 2000

                                       To


Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time
to time, the "CREDIT AGREEMENT"), among each investment management company
listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its
respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; State Street
Bank and Trust Company, as operations agent and BNP Paribas, as documentation
agent

<TABLE>
<CAPTION>
                                                                  PERCENTAGE
                                                JURISDICTION      ALLOCATION OF
NAME AND ADDRESS               FORM OF          OF                FEES AND
OF  BORROWER                   ORGANIZATION     ORGANIZATION      EXPENSES           BORROWING BASE
<S>                            <C>              <C>               <C>                <C>
Warburg,                       Corporation      Maryland          0.81%              30%
Pincus Value
Fund, Inc.*



466 Lexington Avenue
New York, New York
10017



*        Denotes Domestic Fund
**       Denotes International Fund
***      Denotes Restricted Fund

                                                To be executed on behalf of each Borrower by one or
                                                more Borrower Agents for such Borrower as follows:

                                                Warburg, Pincus Value Fund, Inc.

                                                By:
                                                   --------------------------------------------------
                                                Name:
                                                     ------------------------------------------------
                                                Title:
                                                      -----------------------------------------------

                                                STANDING INSTRUCTIONS:
                                                Account Name:  Warburg, Pincus Value Fund
                                                Account Number:  0181175
                                                Bank:  PNC Bank
                                                ABA No.:  031 000 053
                                                Attn: Charles Geiser

</TABLE>
<PAGE>

                                   SCHEDULE 1

                            Dated as of June 21, 2000

                                       To

Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time
to time, the "CREDIT AGREEMENT"), among each investment management company
listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its
respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; State Street
Bank and Trust Company, as operations agent and BNP Paribas, as documentation
agent

<TABLE>
<CAPTION>
                                                                  PERCENTAGE
                                                JURISDICTION      ALLOCATION OF
NAME AND ADDRESS               FORM OF          OF                FEES AND
OF BORROWER                    ORGANIZATION     ORGANIZATION      EXPENSES           BORROWING BASE
<S>                            <C>              <C>               <C>                <C>
Warburg,                       Massachusetts    Massachusetts     0.18%              30%
Pincus New                     Business
York                           Trust
Intermediate
Municipal Fund*



466 Lexington Avenue
New York, New York
10017



*        Denotes Domestic Fund
**       Denotes International Fund
***      Denotes Restricted Fund

                                                To be executed on behalf of each Borrower by one or
                                                more Borrower Agents for such Borrower as follows:

                                                Warburg, Pincus New York Intermediate Municipal
                                                Government Fund

                                                By:
                                                   --------------------------------------------------
                                                Name:
                                                     ------------------------------------------------
                                                Title:
                                                      -----------------------------------------------

                                                STANDING INSTRUCTIONS:
                                                Account Name:  Warburg, Pincus New York
                                                Intermediate Municipal Government Fund
                                                Account Number:  018044
                                                Bank:  PNC Bank
                                                ABA No.:  031 000 053
                                                Attn: Charles Geiser

</TABLE>
<PAGE>

                                   SCHEDULE 1

                            Dated as of June 21, 2000

                                       To

Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time
to time, the "CREDIT AGREEMENT"), among each investment management company
listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its
respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; State Street
Bank and Trust Company, as operations agent and BNP Paribas, as documentation
agent

<TABLE>
<CAPTION>
                                                                  PERCENTAGE
                                                JURISDICTION      ALLOCATION OF
NAME AND ADDRESS               FORM OF          OF                FEES AND
OF BORROWER                    ORGANIZATION     ORGANIZATION      EXPENSES           BORROWING BASE
<S>                            <C>              <C>               <C>                <C>
Warburg,                       Corporation      Maryland          1.33%              25%
Pincus Global
Telecommunications
Fund, Inc.**



466 Lexington Avenue
New York, New York
10017



*        Denotes Domestic Fund
**       Denotes International Fund
***      Denotes Restricted Fund

                                                To be executed on behalf of each Borrower by one or
                                                more Borrower Agents for such Borrower as follows:

                                                Warburg, Pincus Global Telecommunications Fund, Inc.

                                                By:
                                                   --------------------------------------------------
                                                Name:
                                                     ------------------------------------------------
                                                Title:
                                                      -----------------------------------------------

                                                STANDING INSTRUCTIONS:
                                                Account Name:  Warburg, Pincus Global
                                                Telecommunications Fund
                                                Account Number:  8124695
                                                Bank:  Brown Brothers
                                                ABA No.:  09250276
                                                Attn: Charles Geiser

</TABLE>
<PAGE>

                                   SCHEDULE 1

                            Dated as of June 21, 2000

                                       To

Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time
to time, the "CREDIT AGREEMENT"), among each investment management company
listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its
respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; State Street
Bank and Trust Company, as operations agent and BNP Paribas, as documentation
agent

<TABLE>
<CAPTION>
                                                                  PERCENTAGE
                                                JURISDICTION      ALLOCATION OF
NAME AND ADDRESS               FORM OF          OF                FEES AND
OF BORROWER                    ORGANIZATION     ORGANIZATION      EXPENSES           BORROWING BASE
<S>                            <C>              <C>               <C>                <C>
Credit Suisse                  Corporation      Maryland          1.24%              25%
Institutional
International
Growth Fund,
Inc.*



466 Lexington Avenue
New York, New York
10017



*        Denotes Domestic Fund
**       Denotes International Fund
***      Denotes Restricted Fund

                                                To be executed on behalf of each Borrower by one or
                                                more Borrower Agents for such Borrower as follows:

                                                Credit Suisse Institutional International Growth Fund,
                                                Inc.

                                                By:
                                                   --------------------------------------------------
                                                Name:
                                                     ------------------------------------------------
                                                Title:
                                                      -----------------------------------------------

                                                STANDING INSTRUCTIONS:
                                                Account Name:  Credit Suisse
                                                Institutional International Growth Fund
                                                Account Number:  8122814
                                                Bank:  Brown Brothers
                                                ABA No.:  09250276
                                                Attn: Charles Geiser

</TABLE>
<PAGE>

                                   SCHEDULE 1

                            Dated as of June 21, 2000

                                       To

Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time
to time, the "CREDIT AGREEMENT"), among each investment management company
listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its
respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; State Street
Bank and Trust Company, as operations agent and BNP Paribas, as documentation
agent

<TABLE>
<CAPTION>
                                                                  PERCENTAGE
                                                JURISDICTION      ALLOCATION OF
NAME AND ADDRESS               FORM OF          OF                FEES AND
OF BORROWER                    ORGANIZATION     ORGANIZATION      EXPENSES           BORROWING BASE
<S>                            <C>              <C>               <C>                <C>
Warburg,                       Corporation      Maryland          0.24%              25%
Pincus High
Yield Fund,
Inc.*



466 Lexington Avenue
New York, New York
10017



*        Denotes Domestic Fund
**       Denotes International Fund
***      Denotes Restricted Fund

                                                To be executed on behalf of each Borrower by one or
                                                more Borrower Agents for such Borrower as follows:

                                                Warburg, Pincus High Yield Fund, Inc.

                                                By:
                                                   --------------------------------------------------
                                                Name:
                                                     ------------------------------------------------
                                                Title:
                                                      -----------------------------------------------

                                                STANDING INSTRUCTIONS:
                                                Account Name:  Warburg, Pincus High
                                                Yield Fund
                                                Account Number:  8122822
                                                Bank:  Brown Brothers
                                                ABA No.:  09250276
                                                Attn: Charles Geiser

</TABLE>
<PAGE>

                                   SCHEDULE 1

                            Dated as of June 21, 2000

                                       To

Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time
to time, the "CREDIT AGREEMENT"), among each investment management company
listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its
respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; State Street
Bank and Trust Company, as operations agent and BNP Paribas, as documentation
agent

<TABLE>
<CAPTION>
                                                                  PERCENTAGE
                                                JURISDICTION      ALLOCATION OF
NAME AND ADDRESS               FORM OF          OF                FEES AND
OF BORROWER                    ORGANIZATION     ORGANIZATION      EXPENSES           BORROWING BASE
<S>                            <C>              <C>               <C>                <C>
Warburg,                       Corporation      Maryland          0.04%              33%
Pincus
Municipal Bond
Fund, Inc.*



466 Lexington Avenue
New York, New York
10017



*        Denotes Domestic Fund
**       Denotes International Fund
***      Denotes Restricted Fund

                                                To be executed on behalf of each Borrower by one or
                                                more Borrower Agents for such Borrower as follows:

                                                Warburg, Pincus Municipal Bond Fund, Inc.

                                                By:
                                                   --------------------------------------------------
                                                Name:
                                                     ------------------------------------------------
                                                Title:
                                                      -----------------------------------------------

                                                STANDING INSTRUCTIONS:
                                                Account Name:  Warburg, Pincus Municipal
                                                Bond Fund
                                                Citibank, NY
                                                ABA No.:  021 000 089
                                                BBH & Co
                                                Account Number:  09250276
                                                Ref A/C # 8122855
                                                Attn: Charles Geiser

</TABLE>
<PAGE>

                                   SCHEDULE 1

                            Dated as of June 21, 2000

                                       To

Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time
to time, the "CREDIT AGREEMENT"), among each investment management company
listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its
respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; State Street
Bank and Trust Company, as operations agent and BNP Paribas, as documentation
agent

<TABLE>
<CAPTION>
                                                                  PERCENTAGE
                                                JURISDICTION      ALLOCATION OF
NAME AND ADDRESS               FORM OF          OF                FEES AND
OF BORROWER                    ORGANIZATION     ORGANIZATION      EXPENSES           BORROWING BASE
<S>                            <C>              <C>               <C>                <C>
Credit Suisse                  Corporation      Maryland          0.03%              25%
Institutional
Strategic
Global Fixed
Income Fund,
Inc.**



466 Lexington Avenue
New York, New York
10017



*        Denotes Domestic Fund
**       Denotes International Fund
***      Denotes Restricted Fund

                                                To be executed on behalf of each Borrower by one or
                                                more Borrower Agents for such Borrower as follows:

                                                Credit Suisse Institutional Strategic Global Fixed
                                                Income Fund, Inc.

                                                By:
                                                   --------------------------------------------------
                                                Name:
                                                     ------------------------------------------------
                                                Title:
                                                      -----------------------------------------------

                                                STANDING INSTRUCTIONS:
                                                Account Name:  Credit Suisse
                                                Institutional Strategic Global Fixed
                                                Income Fund
                                                Account Number:  8122830
                                                Bank:  Brown Brothers
                                                ABA No.:  09250276
                                                Attn: Charles Geiser

</TABLE>
<PAGE>

                                   SCHEDULE 1

                            Dated as of June 21, 2000

                                       To

Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time
to time, the "CREDIT AGREEMENT"), among each investment management company
listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its
respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; State Street
Bank and Trust Company, as operations agent and BNP Paribas, as documentation
agent

<TABLE>
<CAPTION>
                                                                  PERCENTAGE
                                                JURISDICTION      ALLOCATION OF
NAME AND ADDRESS               FORM OF          OF                FEES AND
OF BORROWER                    ORGANIZATION     ORGANIZATION      EXPENSES           BORROWING BASE
<S>                            <C>              <C>               <C>                <C>
Warburg,                       Corporation      Maryland          0.07%              25%
Pincus
European
Equity Fund,
Inc.**



466 Lexington Avenue
New York, New York
10017



*        Denotes Domestic Fund
**       Denotes International Fund
***      Denotes Restricted Fund

                                                To be executed on behalf of each Borrower by one or
                                                more Borrower Agents for such Borrower as follows:

                                                Warburg, Pincus European Equity Fund

                                                By:
                                                   --------------------------------------------------
                                                Name:
                                                     ------------------------------------------------
                                                Title:
                                                      -----------------------------------------------

                                                STANDING INSTRUCTIONS:
                                                Account Name:  Warburg, Pincus European
                                                Equity Fund
                                                Account Number:  6105167
                                                Bank:  Brown Brothers
                                                ABA No.:  09250276
                                                Attn: Charles Geiser

</TABLE>
<PAGE>

                                   SCHEDULE 1

                            Dated as of June 21, 2000

                                       To

Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time
to time, the "CREDIT AGREEMENT"), among each investment management company
listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its
respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; State Street
Bank and Trust Company, as operations agent and BNP Paribas, as documentation
agent

<TABLE>
<CAPTION>
                                                                  PERCENTAGE
                                                JURISDICTION      ALLOCATION OF
NAME AND ADDRESS               FORM OF          OF                FEES AND
OF BORROWER                    ORGANIZATION     ORGANIZATION      EXPENSES           BORROWING BASE
<S>                            <C>              <C>               <C>                <C>
Credit Suisse                  Corporation      Maryland          0.85%              33%
Institutional
U.S. Core
Fixed Income
Fund, Inc.*



466 Lexington Avenue
New York, New York
10017



*        Denotes Domestic Fund
**       Denotes International Fund
***      Denotes Restricted Fund

                                                To be executed on behalf of each Borrower by one or
                                                more Borrower Agents for such Borrower as follows:

                                                Credit Suisse Institutional U.S. Core Fixed Income Fund, Inc.

                                                By:
                                                   --------------------------------------------------
                                                Name:
                                                     ------------------------------------------------
                                                Title:
                                                      -----------------------------------------------

                                                STANDING INSTRUCTIONS:
                                                Account Name:  Credit Suisse
                                                Institutional U.S. Core Fixed Income Fund
                                                Citibank, NY
                                                ABA No.:  09250276
                                                BBH & Co
                                                Account Number: 021 000 089
                                                Ref A/C #8122913
                                                Attn: Charles Geiser

</TABLE>
<PAGE>

                                   SCHEDULE 1

                            Dated as of June 21, 2000

                                       To

Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time
to time, the "CREDIT AGREEMENT"), among each investment management company
listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its
respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; State Street
Bank and Trust Company, as operations agent and BNP Paribas, as documentation
agent

<TABLE>
<CAPTION>
                                                                  PERCENTAGE
                                                JURISDICTION      ALLOCATION OF
NAME AND ADDRESS               FORM OF          OF                FEES AND
OF BORROWER                    ORGANIZATION     ORGANIZATION      EXPENSES           BORROWING BASE
<S>                            <C>              <C>               <C>                <C>
Warburg,                       Corporation      Maryland          0.02%              20%
Pincus
Long-Short Market
Neutral Fund,
Inc.***



466 Lexington Avenue
New York, New York
10017



*        Denotes Domestic Fund
**       Denotes International Fund
***      Denotes Restricted Fund

                                                To be executed on behalf of each Borrower by one or
                                                more Borrower Agents for such Borrower as follows:

                                                Warburg, Pincus Long-Short Market Neutral Fund, Inc.

                                                By:
                                                   --------------------------------------------------
                                                Name:
                                                     ------------------------------------------------
                                                Title:
                                                      -----------------------------------------------

                                                STANDING INSTRUCTIONS:
                                                Account Name:  Warburg, Pincus
                                                Long-Short Market  Neutral Fund
                                                Account Number: 113-80260
                                                Bank:  Custodial Trust Company
                                                ABA No.:  031207256
                                                Attn: Charles Geiser

</TABLE>
<PAGE>

                                   SCHEDULE 1

                            Dated as of June 21, 2000

                                       To

Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time
to time, the "CREDIT AGREEMENT"), among each investment management company
listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its
respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; State Street
Bank and Trust Company, as operations agent and BNP Paribas, as documentation
agent

<TABLE>
<CAPTION>
                                                                  PERCENTAGE
                                                JURISDICTION      ALLOCATION OF
NAME AND ADDRESS               FORM OF          OF                FEES AND
OF BORROWER                    ORGANIZATION     ORGANIZATION      EXPENSES           BORROWING BASE
<S>                            <C>              <C>               <C>                <C>
Warburg,                       Corporation      Maryland          0.02%              33%
Pincus Focus
Fund, Inc.*



466 Lexington Avenue
New York, New York
10017



*        Denotes Domestic Fund
**       Denotes International Fund
***      Denotes Restricted Fund

                                                To be executed on behalf of each Borrower by one or
                                                more Borrower Agents for such Borrower as follows:

                                                Warburg, Pincus Focus Fund, Inc.

                                                By:
                                                   --------------------------------------------------
                                                Name:
                                                     ------------------------------------------------
                                                Title:
                                                      -----------------------------------------------

                                                STANDING INSTRUCTIONS:
                                                Account Name:  Warburg Pincus Focus Fund
                                                Citibank, NY
                                                ABA No.:  021 000 089
                                                BBH & Co.
                                                Account Number: 09250276
                                                Red A/C # 6103063
                                                Attn: Charles Geiser

</TABLE>
<PAGE>

                                   SCHEDULE 1

                            Dated as of June 21, 2000

                                       To

Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time
to time, the "CREDIT AGREEMENT"), among each investment management company
listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its
respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; State Street
Bank and Trust Company, as operations agent and BNP Paribas, as documentation
agent

<TABLE>
<CAPTION>
                                                                  PERCENTAGE
                                                JURISDICTION      ALLOCATION OF
NAME AND ADDRESS               FORM OF          OF                FEES AND
OF BORROWER                    ORGANIZATION     ORGANIZATION      EXPENSES           BORROWING BASE
<S>                            <C>              <C>               <C>                <C>
Credit Suisse                  Corporation      Maryland          0.16%              33%
Institutional
U.S. Core
Equity Fund,
Inc.*



466 Lexington Avenue
New York, New York
10017



*        Denotes Domestic Fund
**       Denotes International Fund
***      Denotes Restricted Fund

                                                To be executed on behalf of each Borrower by one or
                                                more Borrower Agents for such Borrower as follows:

                                                Credit Suisse Institutional U.S. Core Equity Fund, Inc.

                                                By:
                                                   --------------------------------------------------
                                                Name:
                                                     ------------------------------------------------
                                                Title:
                                                      -----------------------------------------------

                                                STANDING INSTRUCTIONS:
                                                Account Name:  Credit Suisse
                                                Institutional U.S. Core Equity Fund, Inc.
                                                Citibank, NY
                                                ABA No.: 021 000 089
                                                BBH & Co.
                                                Account Number: 09250276
                                                Ref A/C # 8122905
                                                Attn: Charles Geiser

</TABLE>
<PAGE>

                                   SCHEDULE 1

                            Dated as of June 21, 2000

                                       To

Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time
to time, the "CREDIT AGREEMENT"), among each investment management company
listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its
respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; State Street
Bank and Trust Company, as operations agent and BNP Paribas, as documentation
agent

<TABLE>
<CAPTION>
                                                                  PERCENTAGE
                                                JURISDICTION      ALLOCATION OF
NAME AND ADDRESS               FORM OF          OF                FEES AND
OF BORROWER                    ORGANIZATION     ORGANIZATION      EXPENSES           BORROWING BASE
<S>                            <C>              <C>               <C>                <C>
International                  Corporation      Maryland          11.18%             25%
Equity
Portfolio-
Credit Suisse
Institutional
Fund Inc.



466 Lexington Avenue
New York, New York
10017



*        Denotes Domestic Fund
**       Denotes International Fund
***      Denotes Restricted Fund

                                                To be executed on behalf of each Borrower by one or
                                                more Borrower Agents for such Borrower as follows:

                                                Credit Suisse Institutional Inc.

                                                By:
                                                   --------------------------------------------------
                                                Name:
                                                     ------------------------------------------------
                                                Title:
                                                      -----------------------------------------------

                                                STANDING INSTRUCTIONS:
                                                Account Name:  Institutional -
                                                International Equity Portfolio
                                                Account Number: 70887666
                                                Bank:  State Street, Boston
                                                ABA No.:  011 000 028
                                                Attn: Charles Geiser

</TABLE>
<PAGE>

                                   SCHEDULE 1

                            Dated as of June 21, 2000

                                       To

Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time
to time, the "CREDIT AGREEMENT"), among each investment management company
listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its
respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; State Street
Bank and Trust Company, as operations agent and BNP Paribas, as documentation
agent

<TABLE>
<CAPTION>
                                                                  PERCENTAGE
                                                JURISDICTION      ALLOCATION OF
NAME AND ADDRESS               FORM OF          OF                FEES AND
OF BORROWER                    ORGANIZATION     ORGANIZATION      EXPENSES           BORROWING BASE
<S>                            <C>              <C>               <C>                <C>
Emerging                       Corporation      Maryland          0.00%              20%
Markets
Portfolio-
Credit Suisse
International
Fund, Inc.



466 Lexington Avenue
New York, New York
10017



*        Denotes Domestic Fund
**       Denotes International Fund
***      Denotes Restricted Fund

                                                To be executed on behalf of each Borrower by one or
                                                more Borrower Agents for such Borrower as follows:

                                                Credit Suisse International Fund, Inc.

                                                By:
                                                   --------------------------------------------------
                                                Name:
                                                     ------------------------------------------------
                                                Title:
                                                      -----------------------------------------------

                                                STANDING INSTRUCTIONS:
                                                Account Name:  Institutional-Emerging
                                                Markets
                                                Portfolio/THO
                                                Account Number: 34940072
                                                Bank:  State Street Boston
                                                ABA No.:  011 000 028
                                                Attn: Charles Geiser

</TABLE>
<PAGE>

                                   SCHEDULE 1

                            Dated as of June 21, 2000

                                       To

Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time
to time, the "CREDIT AGREEMENT"), among each investment management company
listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its
respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; State Street
Bank and Trust Company, as operations agent and BNP Paribas, as documentation
agent

<TABLE>
<CAPTION>
                                                                  PERCENTAGE
                                                JURISDICTION      ALLOCATION OF
NAME AND ADDRESS               FORM OF          OF                FEES AND
OF BORROWER                    ORGANIZATION     ORGANIZATION      EXPENSES           BORROWING BASE
<S>                            <C>              <C>               <C>                <C>
Value                          Corporation      Maryland          0.00%              30%
Portfolio- Credit
Suisse
International
Fund, Inc.*



466 Lexington Avenue
New York, New York
10017



*        Denotes Domestic Fund
**       Denotes International Fund
***      Denotes Restricted Fund

                                                To be executed on behalf of each Borrower by one or
                                                more Borrower Agents for such Borrower as follows:

                                                Credit Suisse International Fund, Inc.

                                                By:
                                                   --------------------------------------------------
                                                Name:
                                                     ------------------------------------------------
                                                Title:
                                                      -----------------------------------------------

                                                STANDING INSTRUCTIONS:
                                                Account Name:  Institutional - Value
                                                Portfolio
                                                Account Number: 0367218
                                                Bank:  PNC Bank
                                                ABA No.:  031 000 053
                                                Attn: Charles Geiser

</TABLE>
<PAGE>

                                   SCHEDULE 1

                            Dated as of June 21, 2000

                                       To

Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time
to time, the "CREDIT AGREEMENT"), among each investment management company
listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its
respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; State Street
Bank and Trust Company, as operations agent and BNP Paribas, as documentation
agent

<TABLE>
<CAPTION>
                                                                  PERCENTAGE
                                                JURISDICTION      ALLOCATION OF
NAME AND ADDRESS               FORM OF          OF                FEES AND
OF BORROWER                    ORGANIZATION     ORGANIZATION      EXPENSES           BORROWING BASE
<S>                            <C>              <C>               <C>                <C>
Japan Growth                   Corporation      Maryland          0.04%              25%
Portfolio-Credit
Suisse
Institutional
Fund. Inc.**



466 Lexington Avenue
New York, New York
10017



*        Denotes Domestic Fund
**       Denotes International Fund
***      Denotes Restricted Fund

                                                To be executed on behalf of each Borrower by one or
                                                more Borrower Agents for such Borrower as follows:

                                                Credit Suisse Institutional Fund. Inc.

                                                By:
                                                   --------------------------------------------------
                                                Name:
                                                     ------------------------------------------------
                                                Title:
                                                      -----------------------------------------------

                                                STANDING INSTRUCTIONS:
                                                Account Name:  Institutional - Japan
                                                Growth
                                                Portfolio /TH13
                                                Account Number: 70887682
                                                Bank:  Bank Street, Boston
                                                ABA No.:  011 000 028
                                                Attn: Charles Geiser

</TABLE>
<PAGE>

                                   SCHEDULE 1

                            Dated as of June 21, 2000

                                       To

Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time
to time, the "CREDIT AGREEMENT"), among each investment management company
listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its
respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; State Street
Bank and Trust Company, as operations agent and BNP Paribas, as documentation
agent

<TABLE>
<CAPTION>
                                                                  PERCENTAGE
                                                JURISDICTION      ALLOCATION OF
NAME AND ADDRESS               FORM OF          OF                FEES AND
OF BORROWER                    ORGANIZATION     ORGANIZATION      EXPENSES           BORROWING BASE
<S>                            <C>              <C>               <C>                <C>
Small Company                  Corporation      Maryland          0.00%              30%
Value
Portfolio-Credit Suisse
Institutional
Fund. Inc.



466 Lexington Avenue
New York, New York
10017



*        Denotes Domestic Fund
**       Denotes International Fund
***      Denotes Restricted Fund

                                                To be executed on behalf of each Borrower by one or
                                                more Borrower Agents for such Borrower as follows:

                                                Credit Suisse Institutional Fund. Inc.

                                                By:
                                                   --------------------------------------------------
                                                Name:
                                                     ------------------------------------------------
                                                Title:
                                                      -----------------------------------------------

                                                STANDING INSTRUCTIONS:
                                                Account Name:  Institutional - Small
                                                Company Value Portfolio
                                                Account Number: 0367226
                                                Bank:  PNC Bank
                                                ABA No.:  031 000 053
                                                Attn: Charles Geiser

</TABLE>
<PAGE>

                                   SCHEDULE 1

                            Dated as of June 21, 2000

                                       To

Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time
to time, the "CREDIT AGREEMENT"), among each investment management company
listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its
respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; State Street
Bank and Trust Company, as operations agent and BNP Paribas, as documentation
agent

<TABLE>
<CAPTION>
                                                                  PERCENTAGE
                                                JURISDICTION      ALLOCATION OF
NAME AND ADDRESS               FORM OF          OF                FEES AND
OF BORROWER                    ORGANIZATION     ORGANIZATION      EXPENSES           BORROWING BASE
<S>                            <C>              <C>               <C>                <C>
International                  Massachusetts    Massachusetts     1.42%              25%
Equity                         Business
Portfolio-Warburg,             Trust
Pincus Trust**



466 Lexington Avenue
New York, New York
10017



*        Denotes Domestic Fund
**       Denotes International Fund
***      Denotes Restricted Fund

                                                To be executed on behalf of each Borrower by one or
                                                more Borrower Agents for such Borrower as follows:

                                                Warburg, Pincus Trust

                                                By:
                                                   --------------------------------------------------
                                                Name:
                                                     ------------------------------------------------
                                                Title:
                                                      -----------------------------------------------

                                                STANDING INSTRUCTIONS:
                                                Account Name:  Trust - International
                                                Equity Portfolio/Th
                                                Account Number:  7088754
                                                Bank:  State Street, Boston
                                                ABA No.:  011 000 028
                                                Attn: Charles Geiser

</TABLE>
<PAGE>

                                   SCHEDULE 1

                            Dated as of June 21, 2000

                                       To

Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time
to time, the "CREDIT AGREEMENT"), among each investment management company
listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its
respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; State Street
Bank and Trust Company, as operations agent and BNP Paribas, as documentation
agent

<TABLE>
<CAPTION>
                                                                  PERCENTAGE
                                                JURISDICTION      ALLOCATION OF
NAME AND ADDRESS               FORM OF          OF                FEES AND
OF BORROWER                    ORGANIZATION     ORGANIZATION      EXPENSES           BORROWING BASE
<S>                            <C>              <C>               <C>                <C>
Small Company                  Massachusetts    Massachusetts     3.62%              30%
Growth                         Business
Portfolio-Warburg,             Trust
Pincus Trust*



466 Lexington Avenue
New York, New York
10017



*        Denotes Domestic Fund
**       Denotes International Fund
***      Denotes Restricted Fund

                                                To be executed on behalf of each Borrower by one or
                                                more Borrower Agents for such Borrower as follows:

                                                Warburg, Pincus Trust

                                                By:
                                                   --------------------------------------------------
                                                Name:
                                                     ------------------------------------------------
                                                Title:
                                                      -----------------------------------------------

                                                STANDING INSTRUCTIONS:
                                                Account Name:  Trust - Small Company Growth
                                                Portfolio
                                                Account Number: 0186117
                                                Bank: PNC Bank
                                                ABA No.: 031 000 053
                                                Attn: Charles Geiser

</TABLE>
<PAGE>

                                   SCHEDULE 1

                            Dated as of June 21, 2000

                                       To

Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time
to time, the "CREDIT AGREEMENT"), among each investment management company
listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its
respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; State Street
Bank and Trust Company, as operations agent and BNP Paribas, as documentation
agent

<TABLE>
<CAPTION>
                                                                  PERCENTAGE
                                                JURISDICTION      ALLOCATION OF
NAME AND ADDRESS               FORM OF          OF                FEES AND
OF BORROWER                    ORGANIZATION     ORGANIZATION      EXPENSES           BORROWING BASE
<S>                            <C>              <C>               <C>                <C>
Emerging                       Massachusetts    Massachusetts     0.07%              20%
Markets                        Business
Portfolio -                    Trust
Warburg,
Pincus Trust***



466 Lexington Avenue
New York, New York
10017



*        Denotes Domestic Fund
**       Denotes International Fund
***      Denotes Restricted Fund

                                                To be executed on behalf of each Borrower by one or
                                                more Borrower Agents for such Borrower as follows:

                                                Warburg, Pincus Trust

                                                By:
                                                   --------------------------------------------------
                                                Name:
                                                     ------------------------------------------------
                                                Title:
                                                      -----------------------------------------------

                                                STANDING INSTRUCTIONS:
                                                Account Name:  Trust-Emerging Markets
                                                Portfolio/THO
                                                Account Number: 70887591
                                                Bank:  State Street Boston
                                                ABA No.:  011 000 028
                                                Attn: Charles Geiser

</TABLE>
<PAGE>

                                   SCHEDULE 1

                            Dated as of June 21, 2000

                                       To

Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time
to time, the "CREDIT AGREEMENT"), among each investment management company
listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its
respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; State Street
Bank and Trust Company, as operations agent and BNP Paribas, as documentation
agent

<TABLE>
<CAPTION>
                                                                  PERCENTAGE
                                                JURISDICTION      ALLOCATION OF
NAME AND ADDRESS               FORM OF          OF                FEES AND
OF BORROWER                    ORGANIZATION     ORGANIZATION      EXPENSES           BORROWING BASE
<S>                            <C>              <C>               <C>                <C>
Global                         Massachusetts    Massachusetts     0.47%              25%
Post-Venture                   Business
Capital                        Trust
Portfolio-Warburg,
Pincus Trust***



466 Lexington Avenue
New York, New York
10017



*        Denotes Domestic Fund
**       Denotes International Fund
***      Denotes Restricted Fund

                                                To be executed on behalf of each Borrower by one or
                                                more Borrower Agents for such Borrower as follows:

                                                Warburg, Pincus Trust

                                                By:
                                                   --------------------------------------------------
                                                Name:
                                                     ------------------------------------------------
                                                Title:
                                                      -----------------------------------------------

                                                STANDING INSTRUCTIONS:
                                                Account Name:  Global Post-Venture
                                                Capital Portfolio
                                                Account Number: 0367501
                                                Bank:  PNC Bank
                                                ABA No.:  031 000 053
                                                Attn: Charles Geiser

</TABLE>
<PAGE>

                                   SCHEDULE 1

                            Dated as of June 21, 2000

                                       To

Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time
to time, the "CREDIT AGREEMENT"), among each investment management company
listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its
respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; State Street
Bank and Trust Company, as operations agent and BNP Paribas, as documentation
agent

<TABLE>
<CAPTION>
                                                                  PERCENTAGE
                                                JURISDICTION      ALLOCATION OF
NAME AND ADDRESS               FORM OF          OF                FEES AND
OF BORROWER                    ORGANIZATION     ORGANIZATION      EXPENSES           BORROWING BASE
<S>                            <C>              <C>               <C>                <C>
Value                          Massachusetts    Massachusetts     0.04%              30%
Portfolio -                    Business
Warburg,                       Trust
Pincus Trust*



466 Lexington Avenue
New York, New York
10017



*        Denotes Domestic Fund
**       Denotes International Fund
***      Denotes Restricted Fund

                                                To be executed on behalf of each Borrower by one or
                                                more Borrower Agents for such Borrower as follows:

                                                Warburg, Pincus Trust

                                                By:
                                                   --------------------------------------------------
                                                Name:
                                                     ------------------------------------------------
                                                Title:
                                                      -----------------------------------------------

                                                STANDING INSTRUCTIONS:
                                                Account Name:  Trust - Value Portfolio
                                                Account Number: 0367250
                                                Bank:  PNC Bank
                                                ABA No.:  031 000 053
                                                Attn: Charles Geiser

</TABLE>
<PAGE>

                                   SCHEDULE 1

                            Dated as of June 21, 2000

                                       To

Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time
to time, the "CREDIT AGREEMENT"), among each investment management company
listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its
respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; State Street
Bank and Trust Company, as operations agent and BNP Paribas, as documentation
agent

<TABLE>
<CAPTION>
                                                                  PERCENTAGE
                                                JURISDICTION      ALLOCATION OF
NAME AND ADDRESS               FORM OF          OF                FEES AND
OF BORROWER                    ORGANIZATION     ORGANIZATION      EXPENSES           BORROWING BASE
<S>                            <C>              <C>               <C>                <C>
Emerging                       Massachusetts    Massachusetts     0.05%              10%
Growth                         Business
Portfolio -                    Trust
Warburg,
Pincus Trust*



466 Lexington Avenue
New York, New York
10017



*        Denotes Domestic Fund
**       Denotes International Fund
***      Denotes Restricted Fund

                                                To be executed on behalf of each Borrower by one or
                                                more Borrower Agents for such Borrower as follows:

                                                Warburg, Pincus Trust

                                                By:
                                                   --------------------------------------------------
                                                Name:
                                                     ------------------------------------------------
                                                Title:
                                                      -----------------------------------------------

                                                STANDING INSTRUCTIONS:
                                                Account Name:  Warburg, Pincus Trust on
                                                behalf of the Emerging Growth Portfolio
                                                Account Number:  367616
                                                Bank:  PNC Bank
                                                ABA No.:  031 000 053
                                                Attn: Charles Geiser

</TABLE>
<PAGE>

                                   SCHEDULE 1

                            Dated as of June 21, 2000

                                       To

Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time
to time, the "CREDIT AGREEMENT"), among each investment management company
listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its
respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; State Street
Bank and Trust Company, as operations agent and BNP Paribas, as documentation
agent

<TABLE>
<CAPTION>
                                                                  PERCENTAGE
                                                JURISDICTION      ALLOCATION OF
NAME AND ADDRESS               FORM OF          OF                FEES AND
OF BORROWER                    ORGANIZATION     ORGANIZATION      EXPENSES           BORROWING BASE
<S>                            <C>              <C>               <C>                <C>
The Brazilian                  Corporation      Maryland          0.10%              10%
Equity Fund,
Inc.



466 Lexington Avenue
New York, New York
10017



*        Denotes Domestic Fund
**       Denotes International Fund
***      Denotes Restricted Fund

                                                To be executed on behalf of each Borrower by one or
                                                more Borrower Agents for such Borrower as follows:

                                                The Brazilian Equity Fund, Inc.

                                                By:
                                                   --------------------------------------------------
                                                Name:
                                                     ------------------------------------------------
                                                Title:
                                                      -----------------------------------------------

                                                STANDING INSTRUCTIONS:
                                                Account Name:  The Brazilian Equity Fund
                                                ABA No.:  021 000 089
                                                BBH & Co
                                                Account Number: 09250276
                                                Ref A/C # 8106155
                                                Attn: Bob Stewart

</TABLE>
<PAGE>

                                   SCHEDULE 1

                            Dated as of June 21, 2000

                                       To

Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time
to time, the "CREDIT AGREEMENT"), among each investment management company
listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its
respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; State Street
Bank and Trust Company, as operations agent and BNP Paribas, as documentation
agent

<TABLE>
<CAPTION>
                                                                  PERCENTAGE
                                                JURISDICTION      ALLOCATION OF
NAME AND ADDRESS               FORM OF          OF                FEES AND
OF BORROWER                    ORGANIZATION     ORGANIZATION      EXPENSES           BORROWING BASE
<S>                            <C>              <C>               <C>                <C>
The Chile                      Corporation      Maryland          0.49%              15%
Fund, Inc.



466 Lexington Avenue
New York, New York
10017



*        Denotes Domestic Fund
**       Denotes International Fund
***      Denotes Restricted Fund

                                                To be executed on behalf of each Borrower by one or
                                                more Borrower Agents for such Borrower as follows:

                                                The Chile Fund, Inc.

                                                By:
                                                   --------------------------------------------------
                                                Name:
                                                     ------------------------------------------------
                                                Title:
                                                      -----------------------------------------------

                                                STANDING INSTRUCTIONS:
                                                Account Name:  Chile Fund
                                                Citibank, NY
                                                ABA No.: 021 000 089
                                                BBH & Co.
                                                Account Number: 09250276
                                                Ref A/C # 8106049
                                                Attn: Bob Stewart

</TABLE>
<PAGE>

                                   SCHEDULE 1

                            Dated as of June 21, 2000

                                       To

Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time
to time, the "CREDIT AGREEMENT"), among each investment management company
listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its
respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; State Street
Bank and Trust Company, as operations agent and BNP Paribas, as documentation
agent

<TABLE>
<CAPTION>
                                                                  PERCENTAGE
                                                JURISDICTION      ALLOCATION OF
NAME AND ADDRESS               FORM OF          OF                FEES AND
OF BORROWER                    ORGANIZATION     ORGANIZATION      EXPENSES           BORROWING BASE
<S>                            <C>              <C>               <C>                <C>
The Emerging                   Corporation      Maryland          0.36%              10%
Markets
Telecommunications
Fund, Inc.



466 Lexington Avenue
New York, New York
10017



*        Denotes Domestic Fund
**       Denotes International Fund
***      Denotes Restricted Fund

                                                To be executed on behalf of each Borrower by one or
                                                more Borrower Agents for such Borrower as follows:

                                                The Emerging Markets Telecommunications Fund, Inc.

                                                By:
                                                   --------------------------------------------------
                                                Name:
                                                     ------------------------------------------------
                                                Title:
                                                      -----------------------------------------------

                                                STANDING INSTRUCTIONS:
                                                Account Name:  The Emerging Markets
                                                Telecommunications Fund, Inc.
                                                Citibank, NY
                                                ABA No.:  021 000 089
                                                BBH & Co.
                                                Account Number: 09250276
                                                Ref A/C #8135204
                                                Attn: Bob Stewart

</TABLE>
<PAGE>

                                   SCHEDULE 1

                            Dated as of June 21, 2000

                                       To

Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time
to time, the "CREDIT AGREEMENT"), among each investment management company
listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its
respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; State Street
Bank and Trust Company, as operations agent and BNP Paribas, as documentation
agent

<TABLE>
<CAPTION>
                                                                  PERCENTAGE
                                                JURISDICTION      ALLOCATION OF
NAME AND ADDRESS               FORM OF          OF                FEES AND
OF BORROWER                    ORGANIZATION     ORGANIZATION      EXPENSES           BORROWING BASE
<S>                            <C>              <C>               <C>                <C>
The Emerging                   Corporation      Maryland          0.41%              15%
Markets
Infrastructure
Fund, Inc.



466 Lexington Avenue
New York, New York
10017



*        Denotes Domestic Fund
**       Denotes International Fund
***      Denotes Restricted Fund

                                                To be executed on behalf of each Borrower by one or
                                                more Borrower Agents for such Borrower as follows:

                                                The Emerging Markets Infrastructure Fund, Inc.

                                                By:
                                                   --------------------------------------------------
                                                Name:
                                                     ------------------------------------------------
                                                Title:
                                                      -----------------------------------------------

                                                STANDING INSTRUCTIONS:
                                                Account Name:  Emerging Markets Infrastructure
                                                Fund
                                                Citibank, NY
                                                ABA No.:  021 000 089
                                                BBH & Co.
                                                Account Number: 09250276
                                                Ref A/C #8122780
                                                Attn: Bob Stewart

</TABLE>
<PAGE>

                                   SCHEDULE 1

                            Dated as of June 21, 2000

                                       To

Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time
to time, the "CREDIT AGREEMENT"), among each investment management company
listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its
respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; State Street
Bank and Trust Company, as operations agent and BNP Paribas, as documentation
agent

<TABLE>
<CAPTION>
                                                                  PERCENTAGE
                                                JURISDICTION      ALLOCATION OF
NAME AND ADDRESS               FORM OF          OF                FEES AND
OF BORROWER                    ORGANIZATION     ORGANIZATION      EXPENSES           BORROWING BASE
<S>                            <C>              <C>               <C>                <C>
The First                      Corporation      Maryland          0.20%              15%
Israel Fund,
Inc.



466 Lexington Avenue
New York, New York
10017



*        Denotes Domestic Fund
**       Denotes International Fund
***      Denotes Restricted Fund

                                                To be executed on behalf of each Borrower by one or
                                                more Borrower Agents for such Borrower as follows:

                                                The First Israel Fund, Inc.

                                                By:
                                                   --------------------------------------------------
                                                Name:
                                                     ------------------------------------------------
                                                Title:
                                                      -----------------------------------------------

                                                STANDING INSTRUCTIONS:
                                                Account Name:  First Israel Fund
                                                Citibank, NY
                                                ABA No.:  021 000 089
                                                BBH & Co.
                                                Account Number: 09250276
                                                Ref A/C #8136038
                                                Attn: Bob Stewart

</TABLE>
<PAGE>

                                   SCHEDULE 1

                            Dated as of June 21, 2000

                                       To

Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time
to time, the "CREDIT AGREEMENT"), among each investment management company
listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its
respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; State Street
Bank and Trust Company, as operations agent and BNP Paribas, as documentation
agent

<TABLE>
<CAPTION>
                                                                  PERCENTAGE
                                                JURISDICTION      ALLOCATION OF
NAME AND ADDRESS               FORM OF          OF                FEES AND
OF BORROWER                    ORGANIZATION     ORGANIZATION      EXPENSES           BORROWING BASE
<S>                            <C>              <C>               <C>                <C>
The Indonesia                  Corporation      Maryland          0.03%              10%
Fund, Inc.



466 Lexington Avenue
New York, New York
10017



*        Denotes Domestic Fund
**       Denotes International Fund
***      Denotes Restricted Fund

                                                To be executed on behalf of each Borrower by one or
                                                more Borrower Agents for such Borrower as follows:

                                                The Indonesia Fund, Inc.

                                                By:
                                                   --------------------------------------------------
                                                Name:
                                                     ------------------------------------------------
                                                Title:
                                                      -----------------------------------------------

                                                STANDING INSTRUCTIONS:
                                                Account Name:  Indonesia Fund
                                                Citibank, NY
                                                ABA No.:  021 000 089
                                                BBH & Co.
                                                Account Number:  09250276
                                                Ref A/C #8145906
                                                Attn:  Bob Stewart

</TABLE>
<PAGE>

                                   SCHEDULE 1

                            Dated as of June 21, 2000

                                       To

Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time
to time, the "CREDIT AGREEMENT"), among each investment management company
listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its
respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; State Street
Bank and Trust Company, as operations agent and BNP Paribas, as documentation
agent

<TABLE>
<CAPTION>
                                                                  PERCENTAGE
                                                JURISDICTION      ALLOCATION OF
NAME AND ADDRESS               FORM OF          OF                FEES AND
OF BORROWER                    ORGANIZATION     ORGANIZATION      EXPENSES           BORROWING BASE
<S>                            <C>              <C>               <C>                <C>
The Latin                      Corporation      Maryland          0.28%              15%
America Equity
Fund, Inc.



466 Lexington Avenue
New York, New York
10017



*        Denotes Domestic Fund
**       Denotes International Fund
***      Denotes Restricted Fund

                                                To be executed on behalf of each Borrower by one or
                                                more Borrower Agents for such Borrower as follows:

                                                The Latin America Equity Fund, Inc.

                                                By:
                                                   --------------------------------------------------
                                                Name:
                                                     ------------------------------------------------
                                                Title:
                                                      -----------------------------------------------

                                                STANDING INSTRUCTIONS:
                                                Account Name:  Latin America Equity Fund, Inc.
                                                Citibank, NY
                                                ABA No.:  021 000 089
                                                BBH & Co.
                                                Account Number:  09250276
                                                Ref A/C #8149320
                                                Attn:  Bob Stewart

</TABLE>
<PAGE>

                                   SCHEDULE 1

                            Dated as of June 21, 2000

                                       To

Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time
to time, the "CREDIT AGREEMENT"), among each investment management company
listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its
respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; State Street
Bank and Trust Company, as operations agent and BNP Paribas, as documentation
agent

<TABLE>
<CAPTION>
                                                                  PERCENTAGE
                                                JURISDICTION      ALLOCATION OF
NAME AND ADDRESS               FORM OF          OF                FEES AND
OF BORROWER                    ORGANIZATION     ORGANIZATION      EXPENSES           BORROWING BASE
<S>                            <C>              <C>               <C>                <C>
The Latin                      Corporation      Maryland          0.26%              15%
America
Investment
Fund, Inc.



466 Lexington Avenue
New York, New York
10017



*        Denotes Domestic Fund
**       Denotes International Fund
***      Denotes Restricted Fund

                                                To be executed on behalf of each Borrower by one or
                                                more Borrower Agents for such Borrower as follows:

                                                The Latin America Investment Fund, Inc.

                                                By:
                                                   --------------------------------------------------
                                                Name:
                                                     ------------------------------------------------
                                                Title:
                                                      -----------------------------------------------

                                                STANDING INSTRUCTIONS:
                                                Account Name:  Latin America Investment Fund, Inc.
                                                Citibank, NY
                                                ABA No.:  021 000 089
                                                BBH & Co.
                                                Account Number:  09250276
                                                Ref A/C #8149346
                                                Attn: Bob Stewart

</TABLE>
<PAGE>

                                   SCHEDULE 1

                            Dated as of June 21, 2000

                                       To

Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time
to time, the "CREDIT AGREEMENT"), among each investment management company
listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its
respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; State Street
Bank and Trust Company, as operations agent and BNP Paribas, as documentation
agent

<TABLE>
<CAPTION>
                                                                  PERCENTAGE
                                                JURISDICTION      ALLOCATION OF
NAME AND ADDRESS               FORM OF          OF                FEES AND
OF BORROWER                    ORGANIZATION     ORGANIZATION      EXPENSES           BORROWING BASE
<S>                            <C>              <C>               <C>                <C>
Credit Suisse                  Corporation      Maryland          0.54%              10%
Asset
Management
Income Fund,
Inc.



466 Lexington Avenue
New York, New York
10017



*        Denotes Domestic Fund
**       Denotes International Fund
***      Denotes Restricted Fund

                                                To be executed on behalf of each Borrower by one or
                                                more Borrower Agents for such Borrower as follows:

                                                Credit Suisse Asset Management Income Fund, Inc.

                                                By:
                                                   --------------------------------------------------
                                                Name:
                                                     ------------------------------------------------
                                                Title:
                                                      -----------------------------------------------

                                                STANDING INSTRUCTIONS:
                                                Account Name: CSAM Income Fund, Inc.
                                                Citibank, NY
                                                ABA No.: 021 000 089
                                                BBH & Co.
                                                Account Number:  09250276
                                                Ref A/C #6107494
                                                Attn: Bob Stewart

</TABLE>
<PAGE>

                                   SCHEDULE 1

                            Dated as of June 21, 2000

                                       To

Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time
to time, the "CREDIT AGREEMENT"), among each investment management company
listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its
respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; State Street
Bank and Trust Company, as operations agent and BNP Paribas, as documentation
agent

<TABLE>
<CAPTION>
                                                                  PERCENTAGE
                                                JURISDICTION      ALLOCATION OF
NAME AND ADDRESS               FORM OF          OF                FEES AND
OF BORROWER                    ORGANIZATION     ORGANIZATION      EXPENSES           BORROWING BASE
<S>                            <C>              <C>               <C>                <C>
Credit Suisse Asset            Corporation      Maryland          0.22%              15%
Management Strategic
Global Income Fund,
Inc.



466 Lexington Avenue
New York, New York
10017



*        Denotes Domestic Fund
**       Denotes International Fund
***      Denotes Restricted Fund

                                                To be executed on behalf of each Borrower by one or
                                                more Borrower Agents for such Borrower as follows:

                                                Credit Suisse Asset Management Strategic Global
                                                Income Fund, Inc.

                                                By:
                                                   --------------------------------------------------
                                                Name:
                                                     ------------------------------------------------
                                                Title:
                                                      -----------------------------------------------

                                                STANDING INSTRUCTIONS:
                                                Account Name:  CSAM Strategic Global Income Fund
                                                Citibank, NY
                                                ABA No.:  021 000 089
                                                BBH & Co.
                                                Account Number:  09250276
                                                Ref A/C #6107486
                                                Attn:  Bob Stewart

</TABLE>
<PAGE>

                                   SCHEDULE 1

                            Dated as of June 21, 2000

                                       To

Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time
to time, the "CREDIT AGREEMENT"), among each investment management company
listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its
respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; State Street
Bank and Trust Company, as operations agent and BNP Paribas, as documentation
agent

<TABLE>
<CAPTION>
                                                                  PERCENTAGE
                                                JURISDICTION      ALLOCATION OF
NAME AND ADDRESS               FORM OF          OF                FEES AND
OF BORROWER                    ORGANIZATION     ORGANIZATION      EXPENSES           BORROWING BASE
<S>                            <C>              <C>               <C>                <C>
The Portugal Fund, Inc.        Corporation      Maryland          0.16%              10%



466 Lexington Avenue
New York, New York
10017



*        Denotes Domestic Fund
**       Denotes International Fund
***      Denotes Restricted Fund

                                                To be executed on behalf of each Borrower
                                                by one or more Borrower Agents for such
                                                Borrower as follows:

                                                The Portugal Fund, Inc.

                                                By:
                                                   --------------------------------------------------
                                                Name   William Clark
                                                Title: Secretary

                                                STANDING INSTRUCTIONS:
                                                Account Name:  Portugal Fund
                                                Citibank, NY
                                                ABA No.:  021 000 089
                                                BBH & Co.
                                                Account Number:  09250276
                                                Ref A/C #8159436
                                                Attn:  Bob Stewart
</TABLE>
<PAGE>

                                   SCHEDULE 2

                     BANKS; ADDRESSES; FACILITY PERCENTAGES

(1)   State Street Bank and Trust Company
      Global Investor Credit Services Division
      Mutual Fund Lending
      Lafayette Corporate Center
      2 Avenue de Lafayette, 2nd Floor
      Boston, MA 02111
      Fax:  (617) 662-2325
      Attention: Steven G. Caron, Vice President

      Commitment Amount:                      $75,000,000
      Facility Percentage:                    21.42858%

(2)   Deutsche Bank AG, New York Branch
      31 West 52nd Street
      New York, NY 10019
      Fax: (212) 469-8346
      Attention: Alan Krouk, Assistant Vice President

      Commitment Amount:                      $75,000,000
      Facility Percentage:                    21.42858%

(3)   The Bank of Nova Scotia
      One Liberty Plaza
      New York, NY 10006
      Fax: (212) 225-5090
      Attention: John Morale, Director

      Commitment Amount:                      $50,000,000
      Facility Percentage:                    14.28571%

(4)   BNP Paribas
      499 Park Avenue, 2rd Floor
      New York, NY 10022
      Fax: (212) 415-9707
      Attention: Ms. Marguerite L. Lebon, Assistant Vice President

      Commitment Amount:                      $50,000,000
      Facility Percentage:                    14.28571%

<PAGE>

(5)   Den Danske Bank
      280 Park Avenue
      4th Floor - East Building
      New York, NY 10017
      Fax: (212) 370-1682
      Attention: Mr. George Neofitidis

      Commitment Amount:                      $50,000,000
      Commitment Percentage:                  14.28571%

(6)   Credit Lyonnais
      New York Branch
      1301 Avenue of the Americas
      New York, NY 10019
      Fax: (212) 261-3438
      Attention: Ms. Rosemarie Dicanto

      Commitment Amount:                      $50,000,000
      Commitment Percentage:                  14.28571%



                                       -2-
<PAGE>

                                                                       EXHIBIT A

                                    EXHIBIT A

                                BORROWING REQUEST

                            (Committed Credit Loans)

TO:   State Street Bank and Trust Company, as Operations Agent
      Lafayette Corporate Center
      2 Avenue de Lafayette, 2nd Floor
      Boston, MA 02111
      Attention:    Stacey Gillet
                    Fax: (617) 662-2324

      This Borrowing Request (Committed Credit Loans) is being delivered
pursuant to Section 2.04(a) of the Credit Agreement, dated as of June 23, 1999
(as amended and in effect from time to time, the "Credit Agreement") among each
investment management company listed on SCHEDULE 1 to the Credit Agreement [as
heretofore revised], on behalf of itself and its respective investment
portfolios identified thereon, including the undersigned (collectively, the
"BORROWERS"); the Banks listed on SCHEDULE 2 to the Credit Agreement [as
heretofore revised] (collectively, and together with State Street Bank and Trust
Company, in its capacity as Swing Line Lender, the "BANKS"); Deutsche Bank AG,
New York Branch, as administrative agent (the "ADMINISTRATIVE AGENT"); The Bank
of Nova Scotia, as syndication agent (the "SYNDICATION AGENT"); BNP Paribas, as
documentation agent (the "DOCUMENTATION AGENT"); and State Street Bank and Trust
Company, as operations agent (the "OPERATIONS AGENT"). Capitalized terms used
herein shall have the meanings described to them in the Credit Agreement. The
undersigned Borrower requests that a Committed Credit Loan be made by the Banks
to such Borrower on this date in the aggregate amount set forth below:

Name of Borrower:
                                -------------------------------

Date of Proposed Borrowing
   [must be a Banking Day]:
                                -------------------------------

Amount of Loan Requested
   [$1,000,000 or an integral
   multiple thereof]:          $
                                -------------------------------

<PAGE>

      In connection with the foregoing Borrowing Request, the undersigned hereby
certifies to the Operations Agent and the Banks as follows:

      (a)    The value of the Borrower's portfolio securities is
$_______________, the value of the Borrower's Total Assets is $_______________,
and the value of the Borrower's Net Assets is $_____________ (in each case
computed as of the close of business on the previous business day of the
Borrower in accordance with the terms of the Credit Agreement). [NOTE: The
aggregate Indebtedness of the Borrower in respect of Loans shall at no time
exceed (i) 33-1/3% of the Borrower's Net Assets, in the case of any Borrower
that is a Domestic Fund, (ii) 25% of the Borrower's Net Assets, in the case of
Warburg Pincus Global Post Venture Capital Fund, Inc., Warburg Pincus Global
Health Sciences Fund, Inc., Warburg Pincus High Yield Fund, Inc., and Global
Post Venture Capital Portfolio of Warburg Pincus Trust, and any Borrower that
is an International Fund, (iii) 20% of the Borrower's Net Assets, in the case
of any Borrower that is a Restricted Fund, and (iv) 15% of the Borrower's Net
Assets, in the case of any Borrower that is a Closed-End Fund.]

      (b)    The Borrower's aggregate Indebtedness, including the proposed
borrowing, is $____________________.

      (c)    After giving effect to the transactions contemplated by this
Borrowing Request on the date hereof, each of the conditions specified in
Section 6.02 of the Credit Agreement has been fulfilled.

      (d)    The Borrower will use the proceeds of the Committed Credit Loans
requested hereby solely for the purposes permitted under Section 4.08 of the
Credit Agreement.

      (e)    The requested borrowing is permitted under the Borrower's most
recent Prospectus.

      (f)    The proceeds of this borrowing, when added to the aggregate
principal amount of all Loans outstanding to the Borrower under the Credit
Agreement, do not exceed the Borrower's Borrowing Base.

      (g)    The proceeds of this borrowing, when added to the aggregate
principal amount of Loans outstanding to the Borrowers under the Credit
Agreement, do not exceed the Maximum Credit Amount.

      (h)    The proceeds of this borrowing, when added to the aggregate
principal amount of Committed Credit Loans outstanding to the Borrowers under
the Credit Agreement, do not exceed the Maximum Committed Credit Amount.

      (i)    The portion of the proceeds of this borrowing to be advanced by
State Street Bank, when added to the aggregate outstanding principal amount of
all Committed Credit Loans and Swing Line Loans made by State Street Bank to the
Borrowers under the Credit Agreement, does not exceed State Street Bank's
Commitment.



                                       -2-
<PAGE>

      The undersigned Borrower Agent is an Authorized Officer of the Borrower.

DATE:
     -------------------------------      ------------------------------
                                                    (Name of Borrower)

                                             By:
                                                --------------------------------
                                             Name:
                                                  ------------------------------
                                             Title:
                                                   -----------------------------



                                       -3-
<PAGE>

                                                                       EXHIBIT B

                                    EXHIBIT B
                                BORROWING REQUEST
                               (Swing Line Loans)

TO:   State Street Bank and Trust Company,
      as Swing Line Lender
      Lafayette Corporate Center
      2 Avenue de Lafayette, 2nd Floor
      Boston, MA 02111
      Attention:     Stacey Gillet
                     Fax: (617) 662-2324

      This Borrowing Request (Swing Line Loans ) is being delivered pursuant to
Section 3.03(a) of the Credit Agreement, dated as of June 23, 1999 (as amended
and in effect from time to time, the "Credit Agreement") among each investment
management company listed on SCHEDULE 1 to the Credit Agreement [as heretofore
revised], on behalf of itself and its respective investment portfolios
identified thereon, including the undersigned (collectively, the "BORROWERS");
the Banks listed on SCHEDULE 2 to the Credit Agreement [as heretofore revised]
(collectively, and together with State Street Bank and Trust Company, in its
capacity as Swing Line Lender, the "BANKS"); Deutsche Bank AG, New York Branch,
as administrative agent (the "ADMINISTRATIVE AGENT"); The Bank of Nova Scotia,
as syndication agent (the "SYNDICATION AGENT"); BNP Paribas, as documentation
agent (the "DOCUMENTATION AGENT"); and State Street Bank and Trust Company, as
operations agent (the "OPERATIONS AGENT"). Capitalized terms used herein shall
have the meanings described to them in the Credit Agreement. The undersigned
Borrower requests that a Swing Line Loan be made by the Swing Line Lender to
such Borrower on this date in the aggregate amount set forth below:


Name of Borrower:
                                -------------------------------

Date of Proposed Borrowing
   [must be a Banking Day]:
                                -------------------------------

Amount of Loan Requested:      $
                                -------------------------------

<PAGE>

      In connection with the foregoing Borrowing Request, the undersigned hereby
certifies to the Swing Line Lender as follows:

      (a)   The value of the Borrower's portfolio securities is
$_______________, the value of the Borrower's Total Assets is $_______________,
and the value of the Borrower's Net Assets is $_____________ (in each case
computed as of the close of business on the previous business day of the
Borrower in accordance with the terms of the Credit Agreement). [NOTE: The
aggregate Indebtedness of the Borrower in respect of Loans shall at no time
exceed (i) 33-1/3% of the Borrower's Net Assets, in the case of any Borrower
that is a Domestic Fund, (ii) 25% of the Borrower's Net Assets, in the case of
Warburg Pincus Global Post Venture Capital Fund, Inc., Warburg Pincus Global
Health Sciences Fund, Inc., Warburg Pincus High Yield Fund, Inc., and Global
Post Venture Capital Portfolio of Warburg Pincus Trust, and any Borrower that
is an International Fund, (iii) 20% of the Borrower's Net Assets, in the case
of any Borrower that is a Restricted Fund, and (iv) 15% of the Borrower's Net
Assets, in the case of any Borrower that is a Closed-End Fund.]

      (b)   The Borrower's aggregate Indebtedness, including the proposed
borrowing, is $____________________.

      (c)   After giving effect to the transactions contemplated by this
Borrowing Request on the date hereof, each of the conditions specified in
Section 6.02 of the Credit Agreement has been fulfilled.

      (d)   The Borrower will use the proceeds of the Swing Line Loan requested
hereby solely for the purposes permitted under Section 4.08 of the Credit
Agreement.

      (e)   The requested borrowing is permitted under the Borrower's most
recent Prospectus.

      (f)   The proceeds of this borrowing, when added to the aggregate
principal amount of all Loans outstanding to the Borrower under the Credit
Agreement, do not exceed the Borrower's Borrowing Base.

      (g)   The proceeds of this borrowing, when added to the aggregate
principal amount of Swing Line Loans outstanding to the Borrowers under the
Credit Agreement, do not exceed the Swing Line Amount.

      (h)   The proceeds of this borrowing, when added to the aggregate
principal amount of Loans outstanding to the Borrowers under the Credit
Agreement, do not exceed the Maximum Credit Amount.

      (i)   The proceeds of this borrowing, when added to the aggregate
outstanding principal amount of all Committed Credit Loans and Swing Line Loans
made by State Street Bank to the Borrowers under the Credit Agreement, does not
exceed State Street Bank's Commitment.



                                       -2-
<PAGE>

      The undersigned Borrower Agent is an Authorized Officer of the Borrower.

DATE:
     -------------------------------      ------------------------------
                                          (Name of Borrower)

                                             By:
                                                --------------------------------
                                             Name:
                                                  ------------------------------
                                             Title:
                                                   -----------------------------







                                       -3-
<PAGE>

                                                                       EXHIBIT C

                                    EXHIBIT F

                          FORM FOR ADDITIONAL BORROWER

                                                          ________________, 20__

To:   State Street Bank and Trust Company, as Operations Agent,
      and the Banks party to that certain Credit Agreement,
      dated as of June 23, 1999, among the Borrowers,
      the Banks, the Operations Agent, and certain other parties

Ladies and Gentlemen:

      The undersigned [ Name of Borrower ] (the "COMPANY") hereby requests
pursuant to Article XIII of the Credit Agreement, dated as of June 23, 1999 (as
amended and in effect from time to time, the "CREDIT AGREEMENT"), among each
investment management company listed on SCHEDULE 1 to the Credit Agreement [as
heretofore revised], on behalf of itself and its respective investment
portfolios identified thereon (collectively, the "BORROWERS"); the Banks listed
on SCHEDULE 2 to the Credit Agreement [as heretofore revised] (collectively, and
together with State Street Bank and Trust Company, in its capacity as Swing Line
Lender, the "BANKS"); Deutsche Bank AG, New York Branch, as administrative agent
(the "ADMINISTRATIVE AGENT"); The Bank of Nova Scotia, as syndication agent (the
"SYNDICATION AGENT"); BNP Paribas, as documentation agent (the "DOCUMENTATION
AGENT"); and State Street Bank and Trust Company, as operations agent (the
"OPERATIONS AGENT"), that it be admitted as an additional Borrower under the
Credit Agreement and that SCHEDULE 1 to the Credit Agreement be revised in
accordance with Section 4.09 of the Credit Agreement to include the Company as
such in the form attached hereto which has been signed by one or more Borrower
Agents on behalf of each Borrower. Capitalized terms used herein shall have the
meanings ascribed to them in the Credit Agreement.

      The Company hereby represents and warrants to the Operations Agent and the
Banks that as of the date hereof and after giving effect to the admission of the
Company as an additional Borrower under the Credit Agreement: (i) the
representations and warranties set forth in Article VII of the Credit Agreement
with respect to the existing Borrowers are true and correct with respect to the
Company after giving effect To the admission of the Company as a Borrower; (ii)
the Company is in compliance in all material respects with all of the terms and
provisions set forth in the Credit Agreement on its part to be observed or
performed as of the date hereof and after giving effect to the admission; and
(iii) no Default with respect To the Company has occurred and is continuing.

<PAGE>

      The Company agrees to be bound by the terms and conditions of the Credit
Agreement in all respects as a Borrower thereunder and hereby assumes all of the
obligations of a Borrower thereunder.

      Please indicate your assent to the admission of the Company as an
additional Borrower under the Credit Agreement by signing below where indicated.

                                        [NAME OF BORROWER]

                                        By:
                                           -------------------------------------

                                        Name:
                                             -----------------------------------

                                        Title:
                                              ----------------------------------


AGREED AND ACCEPTED:

STATE STREET BANK AND TRUST
COMPANY, in its individual capacity
and as Operations Agent

By:
   -------------------------------------

Name:
     -----------------------------------

Title:
      ----------------------------------

DEUTSCHE BANK AG, NEW YORK
BRANCH, in its individual capacity and
as Administrative Agent

By:
   -------------------------------------

Name:
     -----------------------------------

Title:
      ----------------------------------


By:
   -------------------------------------

Name:
     -----------------------------------

Title:
      ----------------------------------



                                       -2-
<PAGE>

THE BANK OF NOVA SCOTIA, in its
individual capacity and as Syndication Agent

By:
   -------------------------------------

Name:
     -----------------------------------

Title:
      ----------------------------------


BNP PARIBAS, in its individual capacity
and as Documentation Agent

By:
   -------------------------------------

Name:
     -----------------------------------

Title:
      ----------------------------------


By:
   -------------------------------------

Name:
     -----------------------------------

Title:
      ----------------------------------


CREDIT LYONNAIS
NEW YORK BRANCH

By:
   -------------------------------------

Name:
     -----------------------------------

Title:
      ----------------------------------


DEN DANSKE BANK

By:
   -------------------------------------

Name:
     -----------------------------------

Title:
      ----------------------------------



                                       -3-
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.14
<SEQUENCE>7
<FILENAME>0007.txt
<DESCRIPTION>CONSENT OF INDEPENDENT ACCOUNTANTS
<TEXT>


                       CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the use in the Statement of Additional Information
constituting part of this 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 Proxy Statement/Prospectus and Statement of
Additional Information which constitute part of this Registration Statement. We
also consent to the references to us under the heading "Financial Highlights"
and "Experts" in the Proxy Statement/Prospectus.


/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
February 28, 2001

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.17
<SEQUENCE>8
<FILENAME>0008.txt
<DESCRIPTION>CODE OF ETHICS
<TEXT>


                       CREDIT SUISSE ASSET MANAGEMENT, LLC
                   WARBURG PINCUS FUNDS/CSAM CLOSED-END FUNDS
                                 CODE OF ETHICS

I. APPLICABILITY

This Code of Ethics establishes rules of conduct for "Access Persons" (as
defined below) of Credit Suisse Asset Management, LLC, its subsidiaries and
Credit Suisse Asset Management Securities, Inc. (collectively referred to as
"CSAM") and each U.S. registered investment company that adopts this Code
("Covered Fund") (CSAM and the Covered Funds are collectively referred to as the
"Covered Companies"). For purposes of this Code, "Access Person" shall mean:

      - any "Advisory Person" -- any employee or officer of CSAM and any natural
      person in a control relationship to a Covered Company (except for a
      natural person who, but for his or her holdings in a Covered Fund, would
      not be considered an Advisory Person, unless he or she obtains information
      concerning recommendations made to the Covered Fund with regard to the
      purchase or sale of securities by the Covered Fund, in which case such
      person shall be considered an Advisory Person only with respect to the
      Covered Fund); or

      - any director, trustee or officer of a Covered Fund, whether or not such
      person is an Advisory Person, in which case such person shall be
      considered an Access Person only with respect to the Covered Fund.

For purposes of this Code:

      - the term "security" shall include any option to purchase or sell, any
      security that is convertible or exchangeable for, and any other derivative
      interest relating to the security;

      - the terms "purchase" and "sale" of a security shall include, among other
      things, the writing of an option to purchase or sell a security; and

      - all other terms shall have the same meanings as under the Investment
      Company Act of 1940 ("1940 Act"), unless indicated otherwise.

II. STATEMENT OF GENERAL PRINCIPLES

In conducting personal investment activities, all Access Persons are required to
act consistent with the following general fiduciary principles:

      - the interests of CSAM clients, including Covered Funds, must always be
      placed first,


1
<PAGE>

      provided, however, that persons who are Access Persons only with respect
      to certain Covered Funds shall place the interests of such Covered Funds
      first;

      - all personal securities transactions must be conducted in such a manner
      as to avoid any actual or potential conflict of interest or any abuse of
      an individual's position of trust and responsibility; and

      - Access Persons must not take inappropriate advantage of their positions.

CSAM has a separate policy and procedures designed to detect and prevent insider
trading, which should be read together with this Code. Nothing contained in this
Code should be interpreted as relieving any Access Person from the obligation to
act in accordance with any applicable law, rule or regulation or any other
statement of policy or procedure adopted by any Covered Company.

III. PROHIBITIONS

The following prohibitions and related requirements apply to Advisory Persons
and/or Access Persons (as stated) and accounts in which they have "Beneficial
Ownership" (as defined in Exhibit 1).

A. SHORT TERM TRADING. CSAM discourages Advisory Persons from short-term trading
(i.e., purchases and sales within a 60 day period), as such activity could be
viewed as being in conflict with CSAM's general fiduciary principles. In no
event, however, may an Advisory Person make a purchase and sale (or sale and
purchase) of a security, including shares of Covered Funds and other U.S.
registered investment companies (other than money market funds), within five
"Business Days" (meaning days on which the New York Stock Exchange is open for
trading). CSAM reserves the right to extend this prohibition period for the
short-term trading activities of any or all Advisory Persons if CSAM determines
that such activities are being conducted in a manner that may be perceived to be
in conflict with CSAM's general fiduciary principles.

B. SIDE-BY-SIDE TRADING. No Access Person may purchase or sell (directly or
indirectly) any security for which there is a "buy" or "sell" order pending for
a CSAM client (except that this restriction does not apply to any Access Person
who is neither an Advisory Person nor an officer of a Covered Fund, unless he or
she knows, or in the ordinary course of fulfilling official duties with a
Covered Fund should know, that there is a "buy" or "sell" order pending with
respect to such security for a CSAM client), or that such Access Person knows
(or should know) at the time of such purchase or sale:

      - is being considered for purchase or sale by or for any CSAM client; or

      - is being purchased or sold by or for any CSAM client.

C. BLACKOUT PERIODS. No Advisory Person may execute a securities transaction
within five Business Days before and one Business Day after a transaction in
that security for a CSAM


2
<PAGE>

client.

D. PUBLIC OFFERINGS. No Advisory Person may directly or indirectly acquire
Beneficial Ownership in any security in a public offering in the primary
securities market.

E. PRIVATE PLACEMENTS. No Advisory Person may directly or indirectly acquire or
dispose of any Beneficial Ownership in any privately placed security without the
express prior written approval of a supervisory person designated in Section IX
of this Code ("Designated Supervisory Person"). Approval will take into account,
among other factors, whether the investment opportunity should be reserved for a
CSAM client, whether the opportunity is being offered to the Advisory Person
because of his or her position with CSAM or as a reward for past transactions
and whether the investment creates or may in the future create a conflict of
interest.

F. SHORT SELLING. Advisory Persons are only permitted to engage in short selling
for hedging purposes. No Advisory Person may engage in any transaction that has
the effect of creating any net "short exposure" in an individual security.

G. FUTURES CONTRACTS. No Advisory Person may invest in futures contracts, except
through the purchase of options on futures contracts.

H. OPTIONS. No Advisory Person may write (i.e., sell) any options except for
hedging purposes and only if the option is fully covered.

I. TRADING, HEDGING AND SPECULATION IN CREDIT SUISSE GROUP SECURITIES.
Transactions by employees, officers and directors of CSAM in securities of
Credit Suisse Group ("CSG") are prohibited for each period beginning 15 calendar
days before announcement of CSG yearly or half-yearly results and ending two
Business Days after the announcement. Employees, officers and directors of CSAM
may only hedge VESTED positions in CSG stock through short sales or derivative
instruments. Uncovered short exposure, through short sales or otherwise, is not
permitted without the express prior written approval of a Designated Supervisory
Person.

J. INVESTMENT CLUBS. No Advisory Person may participate in an "investment club"
or similar activity.

K. DISCLOSURE OF INTEREST. No Advisory Person may recommend to or effect for any
CSAM client any securities transaction without having disclosed his or her
personal interest (actual or potential), if any, in the issuer of the
securities, including without limitation:

      - any ownership or contemplated ownership of any privately placed
      securities of the issuer or any of its affiliates;

      - any employment, management or official position with the issuer or any
      of its affiliates;

      - any present or proposed business relationship between the Advisory
      Person and the issuer or any of its affiliates; and


3
<PAGE>

      - any additional factors that may be relevant to a conflict of interest
      analysis.

Where the Advisory Person has a personal interest in an issuer, a decision to
purchase or sell securities of the issuer or any of its affiliates by or for a
CSAM client shall be subject to an independent review by a Designated
Supervisory Person.

L. GIFTS. No Advisory Person may seek or accept any gift of more than a DE
MINIMIS value (approximately $250 per year) from any person or entity that does
business with or on behalf of a CSAM client, other than reasonable,
business-related meals and tickets to sporting events, theater and similar
activities. If any Advisory Person is unsure of the appropriateness of any gift,
a Designated Supervisory Person should be consulted.

M. DIRECTORSHIPS AND OTHER OUTSIDE BUSINESS ACTIVITIES. No Advisory Person may
serve on the board of directors/trustees of any issuer without the express prior
written approval of a Designated Supervisory Person. Approval will be based upon
a determination that the board service would be consistent with the interests of
CSAM clients. Where board service is authorized, Advisory Persons serving as
directors will be isolated from those making investment decisions regarding the
securities of that issuer through "informational barrier" or other procedures
specified by a Designated Supervisory Person.

No Advisory Person may be employed (either for compensation or in a voluntary
capacity) outside his or her regular position with CSAM or its affiliated
companies without the written approval of a Designated Supervisory Person.

IV. EXEMPT TRANSACTIONS

A. EXEMPTIONS FROM PROHIBITIONS.

            1. Purchases and sales of securities issued or guaranteed by the
      U.S. government or any agencies or instrumentalities of the U.S.
      government, municipal securities, and other non-convertible fixed income
      securities, which are in each case rated investment grade, are exempt from
      the prohibitions described in paragraphs C and D of Section III if such
      transactions are made in compliance with the preclearance requirements of
      Section V(B) below.

            2. Any securities transaction, or series of related transactions,
      involving 500 shares or less of an issuer having a market capitalization
      (outstanding shares multiplied by the current market price per share)
      greater than $2.5 billion is exempt from the prohibition described in
      paragraph C of Section III if such transaction is made in compliance with
      the preclearance requirements of Section V(B) below.

B. EXEMPTIONS FROM PROHIBITIONS AND PRECLEARANCE. The prohibitions described in
paragraphs B through E of Section III and the preclearance requirements of
Section V(B) shall not apply to:

      - purchases and sales of securities that are direct obligations of the
      U.S. government;

      - purchases and sales of securities of U.S. registered open-end investment
      companies;


4
<PAGE>

      - purchases and sales of bankers' acceptances, bank certificates of
      deposit, and commercial paper;

      - purchases that are part of an automatic dividend reinvestment plan;

      - purchases and sales that are non-volitional on the part of either the
      Access Person or the CSAM client;

      - purchases and sales in any account maintained with a party that has no
      affiliation with the Covered Companies and over which no Advisory Person
      has, in the judgment of a Designated Supervisory Person after reviewing
      the terms and circumstances, direct or indirect influence or control over
      the investment or trading of the account; and

      - purchases by the exercise of rights offered by an issuer pro rata to all
      holders of a class of its securities, to the extent that such rights were
      acquired from the issuer.

C. FURTHER EXEMPTIONS. Express prior written approval may be granted by a
Designated Supervisory Person if a purchase or sale of securities or other
outside activity is consistent with the purposes of this Code and Section 17(j)
of the 1940 Act and rules thereunder (attached as Attachment A is a form to
request such approval). For example, a purchase or sale may be considered
consistent with those purposes if the purchase or sale is not harmful to a CSAM
client because such purchase or sale would be unlikely to affect a highly
institutional market, or because such purchase or sale is clearly not related
economically to the securities held, purchased or sold by the CSAM client.

V. TRADING, PRECLEARANCE, REPORTING AND OTHER COMPLIANCE PROCEDURES

A. TRADING THROUGH CSAM. No Advisory Person shall purchase or sell securities
for an account in which he or she has Beneficial Ownership other than through
the CSAM trading desk persons designated by a Designated Supervisory Person,
unless express prior written approval is granted by a Designated Supervisory
Person.

B. PRECLEARANCE. Except as provided in Section IV, before any Advisory Person
purchases or sells any security for any account in which he or she has
Beneficial Ownership, preclearance shall be obtained in writing from a
Designated Supervisory Person (attached as Attachment B is a form to request
such approval). If clearance is given for a purchase or sale and the transaction
is not effected on that Business Day, a new preclearance request must be made.

C. REPORTING.

1. INITIAL CERTIFICATION. Within 10 days after the commencement of his or her
employment with CSAM or his or her affiliation with any Covered Fund, each
Access Person shall submit to a Designated Supervisory Person an initial
certification in the form of Attachment C to certify that:

      - he or she has read and understood this Code of Ethics and recognizes
      that he or she is


5
<PAGE>

      subject to its requirements; and

      - he or she has disclosed or reported all personal securities holdings in
      which he or she has any direct or indirect Beneficial Ownership and all
      accounts in which any securities are held for his or her direct or
      indirect benefit.

2. ANNUAL CERTIFICATION. In addition, each Access Person shall submit to a
Designated Supervisory Person an annual certification in the form of Attachment
D to certify that:

      - he or she has read and understood this Code of Ethics and recognizes
      that he or she is subject to its requirements;

      - he or she has complied with all requirements of this Code of Ethics; and

      - he or she has disclosed or reported (a) all personal securities
      transactions for the previous year and (b) all personal securities
      holdings in which he or she has any direct or indirect Beneficial
      Ownership and accounts in which any securities are held for his or her
      direct or indirect benefit as of a date no more than 30 days before the
      annual certification is submitted.

Access Persons may comply with the initial and annual reporting requirements by
submitting account statements and/or Attachment E to a Designated Supervisory
Person within the prescribed periods. An Access Person who is not an Advisory
Person is not required to submit initial or annual certifications, unless such
Access Person is an officer of a Covered Fund.

Each Advisory Person shall annually disclose all directorships and outside
business activities (attached as Attachment F is a form for such disclosure).

3. QUARTERLY REPORTING. All Advisory Persons and each Access Person who is an
officer of a Covered Fund shall also supply a Designated Supervisory Person, on
a timely basis, with duplicate copies of confirmations of all personal
securities transactions and copies of periodic statements for all securities
accounts, including confirmations and statements for transactions and accounts
described in Section IV(B) above (exempt from prohibitions and preclearance).
This information must be supplied at least once per calendar quarter, within 10
days after the end of the calendar quarter.

Each Access Person who is neither an Advisory Person nor an officer of a Covered
Fund is required to report a transaction only if he or she, at the time of that
transaction, knew (or in the ordinary course of fulfilling official duties with
a Covered Fund should have known) that during the 15-day period immediately
before or after the date of the transaction the security such person purchased
or sold was purchased or sold by the Covered Fund or was being considered for
purchase or sale by the Covered Fund.

VI. COMPLIANCE MONITORING AND SUPERVISORY REVIEW


6
<PAGE>

A Designated Supervisory Person will periodically review reports from the CSAM
trading desk (or, if applicable, confirmations from brokers) to assure that all
transactions effected by Access Persons for accounts in which they have
Beneficial Ownership are in compliance with this Code and Rule 17j-1 under the
1940 Act.

Material violations of this Code and any sanctions imposed shall be reported not
less frequently than quarterly to the board of directors of each relevant
Covered Fund and to the senior management of CSAM. At least annually, each
Covered Company shall prepare a written report to the board of
directors/trustees of each Covered Fund, and to the senior management of CSAM,
that:

      - describes issues that have arisen under the Code since the last report,
      including, but not limited to, material violations of the Code or
      procedures that implement the Code and any sanctions imposed in response
      to those violations; and

      - certifies that each Covered Company has adopted procedures reasonably
      necessary to prevent Access Persons from violating the Code.

Material changes to this Code of Ethics must be approved by the Board of
Directors of each Covered Fund no later than six months after the change is
adopted. That approval must be based on a determination that the changes are
reasonably necessary to prevent Access Persons from engaging in any conduct
prohibited by the Code and Rule 17j-1 under the 1940 Act. Board approval must
include a separate vote of a majority of the independent directors.

VII. SANCTIONS

Upon discovering that an Access Person has not complied with the requirements of
this Code, the senior management of the relevant Covered Company may impose on
that person whatever sanctions are deemed appropriate, including censure; fine;
reversal of transactions and disgorgement of profits; suspension; or termination
of employment.

VIII. CONFIDENTIALITY

All information obtained from any Access Person under this Code shall be kept in
strict confidence, except that reports of transactions will be made available to
the Securities and Exchange Commission or any other regulatory or
self-regulatory organization to the extent required by law or regulation.

IX. FURTHER INFORMATION

The Designated Supervisory Persons are Hal Liebes and James W. Bernaiche or
their designees in CSAM's legal and compliance department. Any questions
regarding the Code of Ethics should be directed to a Designated Supervisory
Person.

Dated: March 1, 2000


7
<PAGE>

                                                                       EXHIBIT 1

                       CREDIT SUISSE ASSET MANAGEMENT, LLC
                              WARBURG PINCUS FUNDS
                                 CODE OF ETHICS

                       DEFINITION OF BENEFICIAL OWNERSHIP

The term "Beneficial Ownership" as used in the attached Code of Ethics is to be
interpreted by reference to Rule 16a-1(a)(2) under the Securities Exchange Act
of 1934 ("Rule"). Under the Rule, a person is generally deemed to have
Beneficial Ownership of securities if the person (directly or indirectly),
through any contract, arrangement, understanding, relationship or otherwise, has
or shares a direct or indirect pecuniary interest in the securities.

The term "pecuniary interest" is generally defined in the Rule to mean the
opportunity (directly or indirectly) to profit or share in any profit derived
from a transaction in the securities. A person is deemed to have an "indirect
pecuniary interest" within the meaning of the Rule:

- - in any securities held by members of the person's immediate family sharing the
same household; the term "immediate family" includes any child, stepchild,
grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law,
father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law, as
well as adoptive relationships;

- - a general partner's proportionate interest in the portfolio securities held by
a general or limited partnership;

- - a person's right to dividends that is separated or separable from the
underlying securities;

- - a person's interest in certain trusts; and

- - a person's right to acquire equity securities through the exercise or
conversion of any derivative security, whether or not presently exercisable.(1)

For purposes of the Rule, a person who is a shareholder of a corporation or
similar entity is NOT deemed to have a pecuniary interest in portfolio
securities held by the corporation or entity, so long as the shareholder is not
a controlling shareholder of the corporation or the entity and does not have or
share investment control over the corporation's or the entity's portfolio. The
term "control" means the power to exercise a controlling influence over
management or policies, unless the power is solely the result of an official
position with the company.


- ---------------------
(1) The term "derivative security" is defined as any option, warrant,
convertible security, stock appreciation right or similar right with an exercise
or conversion privilege at a price related to an equity security (or similar
securities) with a value derived from the value of an equity security.
<PAGE>

                                                                    ATTACHMENT A

                       CREDIT SUISSE ASSET MANAGEMENT, LLC
                   WARBURG PINCUS FUNDS/CSAM CLOSED-END FUNDS
                     CODE OF ETHICS -- SPECIAL APPROVAL FORM

1.    The following is a private placement of securities or other investment
      requiring special approval in which I want to acquire or dispose of
      Beneficial Ownership:

<TABLE>
<CAPTION>
NAME OF PRIVATE
  SECURITY OR           DATE TO BE           AMOUNT TO          RECORD          PURCHASE              HOW ACQUIRED
    OTHER                ACQUIRED             BE HELD           OWNER            PRICE          (BROKER/ISSUER) INVESTMENT
- --------------------------------------------------------------------------------------------------------------------------
<S>                     <C>                  <C>                <C>             <C>             <C>
- --------------------------------------------------------------------------------------------------------------------------

- --------------------------------------------------------------------------------------------------------------------------

- --------------------------------------------------------------------------------------------------------------------------

- --------------------------------------------------------------------------------------------------------------------------
</TABLE>

      Would this investment opportunity be appropriate for a CSAM client?

      ___ Yes ___ No

2.    I want to engage in the following outside business activity:

      --------------------------------------------------------------------------

      --------------------------------------------------------------------------

      --------------------------------------------------------------------------

3.    I want special approval to place personal securities trades other than
      through the CSAM trading desk (please describe):

      --------------------------------------------------------------------------

      --------------------------------------------------------------------------

      --------------------------------------------------------------------------

I certify, as applicable, that I (a) am not aware of any non-public information
about the issuer, (b) have made all disclosures required by the Code of Ethics
and (c) will comply with all reporting requirements of the Code.


- --------------------------------                 -------------------------------
Signature                                        Date

- --------------------------------
Print Name

___ Approved
___ Not Approved


- -------------------------------                  -------------------------------
Designated Supervisory Person                    Date
<PAGE>

                                                                    ATTACHMENT B

                       CREDIT SUISSE ASSET MANAGEMENT, LLC
                   WARBURG PINCUS FUNDS/CSAM CLOSED-END FUNDS
              CODE OF ETHICS -- PERSONAL TRADING PRECLEARANCE FORM

This form should be filled out COMPLETELY to expedite approval.

1.    Security:
                                     ------------------------------------------

      Ticker:
                                     -------------------------------------------
            Purchase      Sale
      -----          -----

2.    Number of shares/bonds/units/contracts:
                                             -----------------------------------

3.    Account Name/Shortname:
                               -------------------------------------------------

4.    Brokerage Firm AND Account Number:
                                         ---------------------------------------

5.    Why do you want to purchase or sell? Is this an opportunity appropriate
      for CSAM clients?

      --------------------------------------------------------------------------

6.    Are you aware of a CSAM Advisory Person who is buying or selling or who
      plans to buy or sell this security for his or her personal accounts or
      CSAM clients?

          Yes      No
      ----    ----

      If yes, who?

      --------------------------------------------------------------------------

7.    If the amount is less than 500 shares, is the issuer market capitalization
      greater than $2.5 billion?

          Yes      No
      ----    ----

I certify that I (a) am not aware of any non-public information about the
issuer, (b) have made all disclosures required by the Code of Ethics and this
trade otherwise complies with the Code, including the prohibition on investments
in initial public offerings, and (c) will comply with all reporting requirements
of the Code.


- ----------------------------------          ------------------------------------
Signature of Advisory Person                Date

- ----------------------------------
Print Name

___ Approved
___ Not Approved


- ----------------------------------          ------------------------------------
Designated Supervisory Person               Date - VALID THIS BUSINESS DAY ONLY.

<PAGE>

                                                                    ATTACHMENT C

                       CREDIT SUISSE ASSET MANAGEMENT, LLC
                   WARBURG PINCUS FUNDS/CSAM CLOSED-END FUNDS
                                 CODE OF ETHICS

                              INITIAL CERTIFICATION

I certify that I:

      - have read and understood the Code of Ethics for Credit Suisse Asset
      Management, LLC, the Warburg Pincus Funds and the CSAM Closed-End Funds
      and recognize that I am subject to its requirements; and

      - have disclosed or reported all personal securities holdings in which I
      had any direct or indirect Beneficial Ownership and accounts in which any
      securities were held for my direct or indirect benefit as of the date I
      commenced employment with CSAM or the date I became affiliated with a
      Covered Fund.


- --------------------------------                 -------------------------------
Signature of Access Person                       Date

- --------------------------------
Print Name

<PAGE>

                                                                    ATTACHMENT D

                       CREDIT SUISSE ASSET MANAGEMENT, LLC
                   WARBURG PINCUS FUNDS/CSAM CLOSED-END FUNDS
                                 CODE OF ETHICS

                              ANNUAL CERTIFICATION


I certify that I:

      - have read and understood the Code of Ethics for Credit Suisse Asset
      Management, LLC, the Warburg Pincus Funds and the CSAM Closed-End Funds
      and recognize that I am subject to its requirements;

      - have complied with all requirements of the Code of Ethics and Policy and
      Procedures Designed to Detect and Prevent Insider Trading in effect during
      the year ended December 31, 1999; and

      - have disclosed or reported all personal securities transactions for the
      year ended December 31, 1999 and all personal securities holdings in which
      I had any direct or indirect Beneficial Ownership and all accounts in
      which any securities were held for my direct or indirect benefit as of
      December 31, 1999.


- --------------------------------                 -------------------------------
Signature of Access Person                       Date

- --------------------------------
Print Name

<PAGE>

                                                                    ATTACHMENT E

                       CREDIT SUISSE ASSET MANAGEMENT, LLC
                   WARBURG PINCUS FUNDS/CSAM CLOSED-END FUNDS
            CODE OF ETHICS - PERSONAL SECURITIES ACCOUNT DECLARATION

ALL ACCESS PERSONS MUST COMPLETE EACH APPLICABLE ITEM (1, 2, 3 OR 4) AND SIGN
BELOW.

1. The following is a list of securities/commodities accounts in which I have
Beneficial Ownership:

                     BROKER/DEALER                   ACCOUNT TITLE AND NUMBER
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

2.    The following is a list of securities/commodities accounts in which I had
      Beneficial Ownership that have been opened or closed in the past year:

                     BROKER/DEALER                   ACCOUNT TITLE AND NUMBER
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

3.    The following is a list of any other securities or other investment
      holdings in which I have Beneficial Ownership (FOR SECURITIES HELD IN
      ACCOUNTS OTHER THAN THOSE DISCLOSED IN RESPONSE TO ITEMS 1 AND 2):

NAME OF PRIVATE
 SECURITY OR
    OTHER             DATE     AMOUNT    RECORD   PURCHASE     HOW ACQUIRED
  INVESTMENT        ACQUIRED    HELD     OWNER     PRICE      (BROKER/ISSUER)
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

4.    I do not have Beneficial Ownership in any securities/commodities accounts
      or otherwise have Beneficial Ownership of any securities or other
      instruments subject to the Code of Ethics. (Please initial.)

      -------------
      Initials

I declare that the information given above is true and accurate:


- --------------------------------                 -------------------------------
Signature of Access Person Date

- --------------------------------
Print Name

<PAGE>

                                                                    ATTACHMENT F

                       CREDIT SUISSE ASSET MANAGEMENT, LLC
                   WARBURG PINCUS FUNDS/CSAM CLOSED-END FUNDS
                                 CODE OF ETHICS

                           OUTSIDE BUSINESS ACTIVITIES

Outside business activities include, but are not limited to, the following:

- - self-employment;
- - receiving compensation from another person or company;
- - serving as an officer, director, partner, or consultant of another business
  organization (including a family owned company); and - becoming a general or
  limited partner in a partnership or owning any stock in a business, unless the
  stock is publicly traded and no control relationship exists.

Outside business activities include serving with a governmental (federal, state
or local) or charitable organization whether or not for compensation.

ALL ADVISORY PERSONS MUST COMPLETE AT LEAST ONE CHOICE (1 OR 2) AND SIGN BELOW.

1.    The following are my outside business activities:

- --------------------------------------------------------------------------------
OUTSIDE BUSINESS       DESCRIPTION OF                APPROVED BY DESIGNATED
   ACTIVITY              ACTIVITY                    SUPERVISORY PERSON (YES/NO)
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------


2.    I am not involved in any outside business activities. (Please initial)

      ------------
      Initials

I declare that the information given above is true and accurate:


- --------------------------------                 -------------------------------
Signature of Advisory Person                     Date

- --------------------------------
Print Name

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
