UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-12
CREDIT SUISSE HIGH YIELD BOND FUND
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(Name of Registrant as Specified In Its Charter)
Not Applicable
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED
IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A
CURRENTLY VALID OMB CONTROL NUMBER.
CREDIT SUISSE HIGH YIELD BOND FUND
466 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017
(800) 293-1232
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 20, 2006
TO THE SHAREHOLDERS OF
CREDIT SUISSE HIGH YIELD BOND FUND:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders (the
"Meeting") of Credit Suisse High Yield Bond Fund (the "Fund") will be held at
the offices of Credit Suisse Asset Management, LLC, 466 Lexington Avenue, 16th
Floor, New York, New York 10017, on April 20, 2006, at 2:00 p.m. New York time.
The purpose of the Meeting is to consider and act upon the following
proposal and to consider and act upon such other matters as may properly come
before the Meeting or any adjournments thereof:
1. To elect three (3) Trustees of the Fund.
This item is discussed in greater detail in the attached Proxy Statement.
The close of business on February 24, 2006 has been fixed as the record
date for the determination of the shareholders of the Fund entitled to notice
of, and to vote at, the Meeting.
This notice and related proxy material are first being mailed to
shareholders on or about March 6, 2006.
By Order of the Board of Trustees
/s/ Michael A. Pignataro
MICHAEL A. PIGNATARO
SECRETARY
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON, IT IS IMPORTANT THAT
YOUR SHARES BE REPRESENTED AND VOTED AT THE MEETING. ACCORDINGLY, PLEASE DATE,
SIGN AND RETURN THE ENCLOSED PROXY CARD PROMPTLY. NO POSTAGE IS REQUIRED IF
MAILED IN THE UNITED STATES. IT IS IMPORTANT THAT YOUR PROXY CARD BE RETURNED
PROMPTLY IN ORDER TO AVOID THE ADDITIONAL EXPENSE OF FURTHER SOLICITATION.
Dated: March 6, 2006
New York, New York
(This page has been left blank intentionally.)
CREDIT SUISSE HIGH YIELD BOND FUND
466 LEXINGTON AVENUE
16TH FLOOR
NEW YORK, NEW YORK 10017
PROXY STATEMENT FOR THE
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 20, 2006
This Proxy Statement is furnished in connection with a solicitation of
proxies by the Board of Trustees (the "Board") of Credit Suisse High Yield Bond
Fund (the "Fund") for use at the Annual Meeting of Shareholders of the Fund to
be held at the offices of Credit Suisse Asset Management, LLC ("Credit Suisse"),
466 Lexington Avenue, 16th Floor, New York, New York 10017 on April 20, 2006
(commencing at 2:00 p.m. New York time) and at any adjournments thereof
(collectively, the "Meeting"). A Notice of Annual Meeting of Shareholders and a
proxy card (the "Proxy") accompany this Proxy Statement.
Proxy solicitations will be made primarily by mail, but solicitations may
also be made by telephone, telegraph or personal interviews conducted by
officers or employees of the Fund, Credit Suisse, the investment adviser to the
Fund, State Street Bank & Trust Company, the administrator of the Fund (the
"Administrator"), or D.F. King & Co., Inc. ("D.F. King"), a proxy solicitation
firm that has been retained by the Fund and which will receive a fee not to
exceed $1,500 and will be reimbursed for its reasonable expenses. All costs of
solicitation, including (a) printing and mailing of this Proxy Statement and
accompanying material, (b) the reimbursement of brokerage firms and others for
their expenses in forwarding solicitation material to the beneficial owners of
the Fund's shares, (c) payment of D.F. King for its services in soliciting
Proxies and (d) supplementary solicitations to submit Proxies, will be borne by
the Fund. This Proxy Statement is expected to be mailed to shareholders on or
about March 6, 2006.
Credit Suisse has its principal executive office at 466 Lexington Avenue,
16th Floor, New York, New York 10017. The Administrator has its principal
executive office at 225 Franklin Street, Boston, Massachusetts 02110.
The Fund's Annual Report containing audited financial statements for the
fiscal year ended October 31, 2005 has been previously furnished to all
shareholders of the Fund. It is not to be regarded as proxy-soliciting material.
If the enclosed Proxy is properly executed and returned in time to be voted
at the Meeting, the shares represented thereby will be voted in accordance with
the instructions marked on the Proxy. Any shareholder giving a Proxy has the
right to attend the Meeting to vote his or her shares in person (thereby
revoking any prior Proxy) and also the right to revoke the Proxy at any time by
written notice received by the Fund prior to the time it is voted.
The presence in person or by proxy of the holders of a majority of the
shares entitled to be cast shall be necessary and sufficient to constitute a
quorum for the transaction of business. In the event that a quorum is not
present at the Meeting, the holders of a majority of the shares present in
person or by proxy will have the power to adjourn the Meeting, without notice
other than an announcement at the Meeting, until the requisite number of shares
entitled to vote at the Meeting is present. In the event that a quorum is
present at the Meeting but sufficient votes to approve the proposal are not
received, the persons named as proxies may propose one or more adjournments of
the Meeting to permit further solicitation of proxies. Any such adjournment will
require the affirmative vote of a majority of those shares present at the
Meeting in person or by proxy, and the persons named as proxies will vote those
proxies that they are entitled to vote "FOR" any proposal in favor of such
adjournment and will vote those proxies
3
required to be voted "AGAINST" any proposal against any such adjournment. Absent
the establishment of a subsequent record date and the giving of notice to the
holders of record thereon, the adjourned Meeting must take place not more than
130 days after the record date. At such adjourned Meeting, any business may be
transacted which could have been transacted at the original Meeting.
A Proxy that is properly executed and returned accompanied by instructions
to withhold authority to vote (an abstention) or that represents a broker
"non-vote" (that is, a Proxy from a broker or nominee indicating that such
person has not received instructions from the beneficial owner or other person
entitled to vote shares on a particular matter with respect to which the broker
or nominee does not have discretionary power) will be treated as shares that are
present, but that have not voted, for the purpose of determining a quorum for
the transacting of business. Under Delaware law, abstentions and broker
non-votes do not constitute a vote "FOR" or "AGAINST" a matter. The election of
a Trustee requires that the successful candidate receive a plurality of votes
cast at the Meeting in person or by proxy; therefore, abstentions and broker
non-votes will be disregarded.
Credit Suisse and its affiliates have advised the Fund that they intend to
vote the shares over which they have voting power at the Meeting, including
shares that are held directly or on behalf of employees, in the manner
instructed by the customers or employees for which such shares are held.
The Fund has one class of shares of beneficial interest of capital stock
(the "Shares"). On the record date, February 24, 2006, there were 55,040,639
Shares outstanding. Each Share is entitled to one vote at the Meeting, and
fractional Shares are entitled to a proportionate share of one vote.
In order that your Shares may be represented at the Meeting, you are
requested to:
- indicate your instructions on the Proxy;
- date and sign the Proxy;
- mail the Proxy promptly in the enclosed envelope; and
- allow sufficient time for the Proxy to be received and processed on or
before 2:00 p.m. on April 20, 2006.
4
PROPOSAL 1: ELECTION OF TRUSTEES
The only proposal to be submitted at the Meeting will be the election of
three (3) Trustees of the Fund to hold office for the terms set forth below and
until their successors are elected and qualified.
Pursuant to the Fund's Agreement and Declaration of Trust, the Board is
divided into three classes, each class having a term of three years. Each year
the term of one class will expire. James J. Cattano and Steven N. Rappaport are
each being nominated to serve as a Class I Trustee for a three-year term to
expire at the Fund's 2009 Annual Meeting of Shareholders or until his successor
is duly elected and qualified. Lawrence D. Haber is being nominated to serve as
a Class II Trustee for a one-year term to expire at the Fund's 2007 Annual
Meeting of Shareholders or until his successor is duly elected and qualified.
Enrique R. Arzac is the Class III Trustee whose term will expire at the
Fund's 2008 Annual Meeting of Shareholders. Lawrence J. Fox is the Class II
Trustee whose term will expire at the Fund's 2007 Annual Meeting of
Shareholders.
Each nominee has indicated an intention to continue to serve if elected and
has consented to being named in this Proxy Statement.
The following tables set forth certain information regarding the nominees
for election to the Board, Trustees whose terms of office continue beyond the
Meeting, and the principal officers of the Fund. The current terms of office of
the Fund's officers will end at the Board of Trustees' meeting next following
the Meeting.
NUMBER OF
FUNDS IN
FUND
POSITION(S) TERM OF OFFICE AND PRINCIPAL COMPLEX
NAME, ADDRESS, AND HELD WITH LENGTH OF TIME OCCUPATION(S) OVERSEEN BY OTHER DIRECTORSHIPS
DATE OF BIRTH FUND SERVED DURING PAST 5 YEARS TRUSTEE* HELD BY TRUSTEE
------------------ ----------- ------------------ ------------------- ----------- -------------------
NON-INTERESTED NOMINEES FOR TRUSTEE:
James J. Cattano None None President, Primary 6 None
c/o Primary Resources, Inc. Resources Inc. (an
55 Old Field Point Road international trading
Greenwich, CT 06830 and manufacturing
Date of Birth: 06/24/43 company specializing
in the sale of
agricultural
commodities
throughout Latin
American markets)
since October 1996
5
NUMBER OF
FUNDS IN
FUND
POSITION(S) TERM OF OFFICE AND PRINCIPAL COMPLEX
NAME, ADDRESS, AND HELD WITH LENGTH OF TIME OCCUPATION(S) OVERSEEN BY OTHER DIRECTORSHIPS
DATE OF BIRTH FUND SERVED DURING PAST 5 YEARS TRUSTEE* HELD BY TRUSTEE
------------------ ----------- ------------------ --------------------- ----------- -------------------
Steven N. Rappaport Trustee, Since 2005; current Partner of Lehigh 47 Director of Presstek,
c/o Lehigh Court, LLC Nominating and term ends at the 2006 Court, LLC and RZ Inc. (a digital
40 East 52nd Street Audit Committee annual meeting Capital (private imaging technologies
New York, New York 10022 Member investment firms) company); Director of
Date of Birth: 07/10/48 from July 2002 to Wood Resources, LLC
present; Transition (a plywood
Adviser to SunGard manufacturing
Securities Finance, company)
Inc. from February
2002 to July 2002;
President of SunGard
Securities Finance,
Inc. from 2001 to
February 2002;
President of Loanet,
Inc. (an on-line
accounting service)
from 1997 to 2001
INTERESTED NOMINEE FOR TRUSTEE:
Lawrence D. Haber** None None Managing Director and 7 None
c/o Credit Suisse Asset Chief Operating
Management, LLC Officer of Credit
Attn: General Counsel Suisse; Member of
466 Lexington Avenue Credit Suisse's
New York, New York Management Committee;
10017-3140 Chief Financial
Date of Birth: 06/27/51 Officer of Merrill
Lynch Investment
Managers from 1997 to
2003
6
NUMBER OF
FUNDS IN
FUND
POSITION(S) TERM OF OFFICE AND PRINCIPAL COMPLEX
NAME, ADDRESS, AND HELD WITH LENGTH OF TIME OCCUPATION(S) OVERSEEN BY OTHER DIRECTORSHIPS
DATE OF BIRTH FUND SERVED DURING PAST 5 YEARS TRUSTEE* HELD BY TRUSTEE
------------------ ----------- ------------------ --------------------- ----------- -------------------
NON-INTERESTED TRUSTEES:
Enrique R. Arzac Chairman of the Since 2001; Chairman Professor of Finance 47 Director of The Adams
c/o Credit Suisse Asset Board of since 2005; current and Economics, Express Company (a
Management, LLC Trustees; term ends at the 2008 Graduate School of closed-end investment
Attn: General Counsel Nominating annual meeting Business, Columbia company); Director of
466 Lexington Avenue Committee University since Petroleum and
New York, New York Chairman and 1971. Resources Corporation
10017-3140 Audit Committee (a closed-end
Date of Birth: 10/02/41 Member investment company)
Lawrence J. Fox Trustee, Since 2001; current Partner of Drinker 6 Director, Winthrop
One Logan Square Nominating term ends at the 2007 Biddle & Reath (law Trust Company
18th & Cherry Streets Committee Member annual meeting firm) since 1972.
Philadelphia, Pennsylvania and Audit
19103 Committee
Date of Birth: 07/17/43 Chairman
NAME, ADDRESS AND POSITIONS(S) HELD
DATE OF BIRTH WITH FUND LENGTH OF TIME SERVED PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS
----------------- ----------------- --------------------- -------------------------------------------
Steven B. Plump Chief Executive Officer Since 2005 Managing Director of Credit Suisse; Associated
Credit Suisse Asset and President with Credit Suisse or its predecessor since
Management, LLC 1995; Officer of other Credit Suisse Funds
466 Lexington Avenue
New York, New York
10017-3140
Date of Birth: 02/08/59
Martha B. Metcalf Chief Investment Officer Since 2005 Managing Director of Credit Suisse since
Credit Suisse Asset 2005; Managing Director, Portfolio Manager of
Management, LLC Global High Yield bonds and head of a global
466 Lexington Avenue high yield business at Invesco from 2000 to
New York, New York 10017 2005; Officer of other Credit Suisse Funds
Date of Birth: 04/09/65
7
NAME, ADDRESS AND POSITIONS(S) HELD
DATE OF BIRTH WITH FUND LENGTH OF TIME SERVED PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS
----------------- ----------------- --------------------- -------------------------------------------
Michael E. Gray Investment Officer Since 2005 Managing Director of Credit Suisse;
Credit Suisse Asset Associated with Credit Suisse since 2004;
Management, LLC Managing Director at Deutsche Asset
466 Lexington Avenue Management and head of U.S. credit research
New York, New York 10017 from 2002 until 2004; Executive Director at
Date of Birth: 07/08/68 UBS and head of European credit research from
1999 to 2002
Michael A. Pignataro Chief Financial Officer, Since 2000 Director and Director of Fund Administration
Credit Suisse Asset Vice President and of Credit Suisse; Associated with Credit
Management, LLC Secretary Suisse since 1984; Officer of other Credit
466 Lexington Avenue Suisse Funds
New York, New York
10017-3140
Date of Birth: 11/15/59
Emidio Morizio Chief Compliance Officer Since 2004 Director and Global Head of Compliance of
Credit Suisse 466 Credit Suisse; Associated with Credit Suisse
Lexington Avenue since July 2000; Vice President and Director
New York, New York of Compliance of Forstmann-Leff Associates
10017-3140 from 1998 to June 2000; Officer of other
Date of Birth: 09/21/66 Credit Suisse Funds
Ajay Mehra Chief Legal Officer Since 2004 Director and Head of Legal Americas
Credit Suisse Asset Traditional Asset Management and Hedge Funds
Management, LLC of Credit Suisse; Associated with Credit
466 Lexington Avenue Suisse since September 2004; Senior Associate
New York, New York of Shearman & Sterling LLP from September
10017-3140 2000 to September 2004; Senior Counsel of the
Date of Birth: 08/14/70 SEC Division of Investment Management from
June 1997 to September 2000; Officer of other
Credit Suisse Funds
J. Kevin Gao Senior Vice President Since 2004 Director and Legal Counsel of Credit Suisse;
Credit Suisse Asset Associated with Credit Suisse since July
Management, LLC 2003; Associated with the law firm of Willkie
466 Lexington Avenue Farr & Gallagher LLP from 1998 to 2003;
New York, New York Officer of other Credit Suisse Funds
10017-3140
Date of Birth: 10/13/67
Robert Rizza Treasurer Since 2001 Vice President of Credit Suisse; Associated
Credit Suisse Asset with Credit Suisse since 1998; Officer of
Management, LLC other Credit Suisse Funds
466 Lexington Avenue
New York, New York
10017-3140
Date of Birth: 12/09/65
----------
* Includes funds in the Fund Complex, which are not covered in this Proxy
Statement, for which nominees are seeking election at an April 20, 2006
shareholder meeting to the boards of funds on which they do not currently
serve as Trustees/Directors.
** Mr. Haber is an "interested person" of the Fund (as defined in the
Investment Company Act of 1940 (the "1940 Act")) by virtue of his current
position as an officer of Credit Suisse.
8
Set forth in the table below is the dollar range of equity securities in
the Fund and the aggregate dollar range of equity securities in the Credit
Suisse Family of Investment Companies (as defined below) beneficially owned by
each Trustee or nominee.
AGGREGATE DOLLAR RANGE OF EQUITY
SECURITIES IN ALL FUNDS OVERSEEN BY
TRUSTEE OR NOMINEE IN CREDIT
DOLLAR RANGE OF EQUITY SECURITIES SUISSE FAMILY OF INVESTMENT
NAME OF TRUSTEE OR NOMINEE IN THE FUND*(1)(2) COMPANIES*(1)(3)
-------------------------- --------------------------------- -----------------------------------
NON-INTERESTED NOMINEES FOR TRUSTEE:
James J. Cattano (4) A C
Steven N. Rappaport C E
NON-INTERESTED TRUSTEES:
Enrique R. Arzac C E
Lawrence J. Fox C C
INTERESTED NOMINEE FOR TRUSTEE:
Lawrence D. Haber (4) A A
----------
* Key to Dollar Ranges:
A. None
B. $1 - $10,000
C. $10,001 - $50,000
D. $50,001 - $100,000
E. over $100,000
(1) This information has been furnished by each Trustee as of December 31,
2005. "Beneficial Ownership" is determined in accordance with Rule
16a-1(a)(2) promulgated under the Securities Exchange Act of 1934 (the
"1934 Act").
(2) The Fund's Trustees and officers, in the aggregate, own less than 1% of the
Fund's outstanding equity securities.
(3) "Credit Suisse Family of Investment Companies" means those registered
investment companies that share Credit Suisse as their investment adviser
and that hold themselves out to investors as related companies for purposes
of investment and investor services.
(4) Messrs. Cattano and Haber were not Trustees during this period.
As of December 31, 2005, none of the non-interested nominees for election
to the Board, the non-interested Trustees or their immediate family members
owned beneficially or of record any class of securities in Credit Suisse or
in a person (other than a registered investment company) directly or
indirectly controlling, controlled by or under common control with Credit
Suisse.
During the fiscal year ended October 31, 2005, each Trustee who was not a
director, officer, partner, co-partner or employee of Credit Suisse, the
Administrator or any affiliate thereof, received an annual fee of $12,500 and
$1,000 for each meeting of the Board attended by him and was reimbursed for
expenses incurred in connection with his attendance at the Fund's Board
meetings. The total remuneration paid or accrued by the Fund during the fiscal
year ended October 31, 2005 to all such unaffiliated Trustees was $55,500.
During the fiscal year ended October 31, 2005, the Board convened six
times. Each Trustee attended at least seventy-five percent of the aggregate
number of meetings of the Board and any committees on which he served during the
period for which he was a Trustee.
Messrs. Arzac, Fox, Rappaport and James S. Pasman, Jr. (a Trustee who is
retiring effective as of the date of the Annual Meeting of Shareholders)
constitute the Fund's Audit Committee, which is composed of Trustees who are
not
9
interested persons of the Fund and who are independent (as such term is defined
by the listing standards of the New York Stock Exchange, Inc. (the "NYSE")). The
Audit Committee convened six times during the fiscal year ended October 31,
2005. The Audit Committee advises the full Board with respect to accounting,
auditing and financial matters affecting the Fund.
The Trustees constituting the Fund's Audit Committee also constitute the
Fund's Nominating Committee, which is composed of Trustees who are not
interested persons of the Fund and who are independent (as such term is defined
by the listing standards of the NYSE). The Nominating Committee met five times
during the fiscal year ended October 31, 2005. At a meeting of the Nominating
Committee held on December 6, 2005, the Nominating Committee (with the nominee
abstaining from voting) nominated each of Messrs. Cattano and Rappaport for a
three-year term. At a meeting of the Nominating Committee held on February 15,
2005, the Nominating Committee (with the nominee abstaining from voting)
nominated Mr. Haber for a one-year term. The Board has adopted a Nominating
Committee Charter (a copy of which was included as Appendix A to the Fund's
proxy statement dated January 11, 2005). In nominating candidates, the
Nominating Committee will take into consideration such factors as it deems
appropriate. These factors may include judgment, skill, diversity, experience
with investment companies and other organizations of comparable purpose,
complexity, size and subject to similar legal restrictions and oversight, the
interplay of the candidate's experience with the experience of other Board
members, and the extent to which the candidate would be a desirable addition to
the Board and any committees thereof.
The Nominating Committee will consider candidates submitted by shareholders
or from other sources it deems appropriate. Any recommendation should be
submitted to the Secretary of the Fund, c/o Credit Suisse Asset Management, LLC,
466 Lexington Avenue, New York, New York 10017. Any submission should include at
a minimum the following information: as to each individual proposed for election
or re-election as Trustee, the name, age, business address, residence address
and principal occupation or employment of such individual, the class, series and
number of shares of stock of the Fund that are beneficially owned by such
individual, the date such shares were acquired and the investment intent of such
acquisition, whether such stockholder believes such individual is, or is not, an
"interested person" of the Fund (as defined in the 1940 Act), and information
regarding such individual that is sufficient, in the discretion of the
Nominating Committee, to make such determination, and all other information
relating to such individual that is required to be disclosed in solicitation of
proxies for election of Trustees in an election contest (even if an election
contest is not involved) or is otherwise required, in each case pursuant to
Regulation 14A (or any successor provision) under the 1934 Act, and the rules
thereunder (including such individual's written consent to being named in the
proxy statement as a nominee and to serving as a Trustee (if elected)). In the
case of the Fund holding a meeting of shareholders, any such submission, in
order to be considered for inclusion in the Fund's proxy statement, should be
submitted by a date not later than the 120th calendar day before the date the
Fund's proxy statement was released to security holders in connection with the
Fund's previous year's annual meeting or, if the Fund has changed the meeting
date by more than 30 days or if no meeting was held the previous year, within a
reasonable time before the Fund begins to print and mail its proxy statement.
Any such submission must also be submitted by such date and contain such
information as may be specified in the Fund's By-laws, or as required by any
relevant stock exchange listing standards.
The Fund does not have a Compensation Committee.
OTHER BOARD-RELATED MATTERS
Shareholders who wish to send communications to the Board should send them
to the address of the Fund and to the attention of the Board. All such
communications will be directed to the Board's attention.
10
The Fund does not have a formal policy regarding Board member attendance at
the Annual Meeting of Shareholders.
REPORT OF THE AUDIT COMMITTEE
Pursuant to the Audit Committee Charter adopted by the Board (a copy of
which was included as Appendix B to the Fund's proxy statement dated January 11,
2005), the Audit Committee is responsible for conferring with the Fund's
independent registered public accounting firm, reviewing annual financial
statements, approving the selection of the Fund's independent registered public
accounting firm and overseeing the Fund's internal controls. The Fund's Audit
Committee charter also contains provisions relating to the pre-approval by the
Audit Committee of certain non-audit services to be provided by
PricewaterhouseCoopers LLP ("PwC") to the Fund and to Credit Suisse and certain
of its affiliates. The Audit Committee advises the full Board with respect to
accounting, auditing and financial matters affecting the Fund. The independent
registered public accounting firm is responsible for planning and carrying out
the proper audits and reviews of the Fund's financial statements and expressing
an opinion as to their conformity with accounting principles generally accepted
in the United States of America.
The Audit Committee has met with the Fund's management to discuss, among
other things, the Fund's audited financial statements for the fiscal year ended
October 31, 2005. The Audit Committee has also met with the Fund's independent
registered public accounting firm, PwC, and discussed with them certain matters
required by Statement of Auditing Standards No. 61, Communications with Audit
Committees, as currently modified or supplemented, including, but not limited
to, the scope of the Fund's audit, the Fund's financial statements and the
Fund's accounting controls. The Audit Committee has received from PwC the letter
required by the Securities and Exchange Commission's ("SEC") independence rules
describing any relationships between it and the Fund, Credit Suisse and its
affiliates that may be thought to bear upon the independence of the independent
registered public accounting firm. The Audit Committee has discussed with PwC
their independence and has considered whether the provision of services by PwC
to the Fund, Credit Suisse and its affiliates was compatible with maintaining
PwC's independence.
The members of the Audit Committee are not professionally engaged in the
practice of auditing or accounting and are not employed by the Fund for
accounting, financial management or internal control. Moreover, the Audit
Committee relies on and makes no independent verification of the facts presented
to it or representations made by management or the independent registered public
accounting firm. Accordingly, the Audit Committee's oversight does not provide
an independent basis for determining that management has maintained appropriate
accounting and financial reporting principles and policies, or internal controls
and procedures, designed to assure compliance with accounting standards and
applicable laws and regulations. Furthermore, the Audit Committee's
considerations and discussions referred to above do not provide assurance that
the audit of the Fund's financial statements has been carried out in accordance
with generally accepted accounting standards or that the financial statements
are presented in accordance with generally accepted accounting principles.
Based upon these reviews and discussions, the Audit Committee recommended
to the Board that the Fund's audited financial statements be included in the
Fund's 2005 Annual Report to Shareholders for the fiscal year ended October 31,
2005 and be mailed to shareholders and filed with the SEC.
SUBMITTED BY THE AUDIT COMMITTEE OF THE FUND'S BOARD OF TRUSTEES
Enrique R. Arzac
Lawrence J. Fox
James S. Pasman, Jr.
Steven N. Rappaport
11
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
At a meeting held on November 17, 2005, the Fund's Audit Committee approved
the selection of PwC for the fiscal year ending October 31, 2006. PwC has been
the Fund's independent registered public accounting firm since February 1, 2001,
and has informed the Fund that it has no material direct or indirect financial
interest in the Fund. A representative of PwC will be available by telephone at
the Meeting and will have the opportunity to make a statement, if the
representative so desires, and will be available to respond to appropriate
questions.
The information in the table below is provided for services rendered to the
Fund by PwC for its fiscal years ended October 31, 2004 and October 31, 2005.
2004 2005
---- ----
Audit Fees $ 29,580 $ 31,060
Audit-Related Fees(1) $ 4,500 $ 12,050
Tax Fees(2) $ 2,284 $ 2,400
All Other Fees $ 0 $ 0
Total $ 36,364 $ 45,510
----------
(1) Services include agreed-upon procedures in connection with the Fund's
semi-annual financial statements ($3,000 in 2004 and $3,150 in 2005),
the Fund's third quarter 2004 Form N-Q filing ($1,500), and the Fund's
Debt Covenant Agreement for 2005 ($8,900).
(2) Tax services in connection with the Fund's excise tax calculations and
review of the Fund's applicable tax returns.
The Audit Committee is responsible for pre-approving (i) all audit and
permissible non-audit services to be provided by the independent registered
public accounting firm to the Fund and (ii) all permissible non-audit services
to be provided by the independent registered public accounting firm to Credit
Suisse and any service provider to the Fund controlling, controlled by or under
common control with Credit Suisse that provided ongoing services to the Fund
("Covered Services Provider") if the engagement relates directly to the
operations and financial reporting of the Fund. The Audit Committee may delegate
its responsibility to pre-approve any such audit and permissible non-audit
services to the Chairperson of the Audit Committee, and the Chairperson shall
report to the Audit Committee, at its next regularly scheduled meeting after the
Chairperson's pre-approval of such services, his or her decision(s). The Audit
Committee may also establish detailed pre-approval policies and procedures for
pre-approval of such services in accordance with applicable laws, including the
delegation of some or all of the Audit Committee's pre-approval responsibilities
to other persons (other than Credit Suisse or the Fund's officers). Pre-approval
by the Audit Committee of any permissible non-audit services shall not be
required so long as: (i) the aggregate amount of all such permissible non-audit
services provided to the Fund, Credit Suisse and any Covered Services Provider
constitutes not more than 5% of the total amount of revenues paid by the Fund to
its independent registered public accounting firm during the fiscal year in
which the permissible non-audit services are provided; (ii) the permissible
non-audit services were not recognized by the Fund at the time of the engagement
to be non-audit services; and (iii) such services are promptly brought to the
attention of the Audit Committee and approved by the Audit Committee (or its
delegate(s)) prior to the completion of the audit.
The aggregate fees billed by PwC for non-audit services rendered to the
Fund, Credit Suisse or Covered Service Providers for the fiscal years ended
October 31, 2004 and October 31, 2005 were $0 and $394,000, respectively.
12
COMPENSATION
The following table shows certain compensation information for the Trustees
for the fiscal year ended October 31, 2005. All officers of the Fund are
employees of and are compensated by Credit Suisse. None of the Fund's executive
officers or Trustees who are also officers or directors of Credit Suisse
received any compensation from the Fund for such period. The Fund has no bonus,
profit sharing, pension or retirement plans.
TOTAL COMPENSATION FROM FUND
AGGREGATE COMPENSATION AND FUND COMPLEX PAID TO
NAME OF TRUSTEE OR NOMINEE FROM THE FUND TRUSTEE OR NOMINEE(1)
--------------------------- ------------- ----------------------
INTERESTED NOMINEE FOR TRUSTEE:
Steven N. Rappaport $ 0 $ 95,111
NON-INTERESTED TRUSTEES:
Enrique R. Arzac $ 18,500 $ 92,417
Lawrence J. Fox $ 18,500 $ 44,500
----------
(1) 47 funds comprise the Fund complex. See the "Trustees" table for the number
of funds each Trustee serves.
THE FUND'S BOARD OF TRUSTEES, INCLUDING THE INDEPENDENT TRUSTEES, RECOMMENDS
THAT THE SHAREHOLDERS VOTE "FOR" THE NOMINEES FOR TRUSTEE.
ADDITIONAL INFORMATION
BENEFICIAL OWNERS
Based upon the Fund's review of filings made pursuant to Section 13 of the
1934 Act, as of February 23, 2006, the Fund had no knowledge that any
shareholder beneficially owned 5% or more of the Fund's shares.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the 1934 Act and Section 30(h) of the 1940 Act require the
Fund's officers and trustees, certain officers and directors of the investment
adviser, affiliated persons of the investment adviser, and persons who
beneficially own more than 10% of the Fund's Shares to file reports of ownership
with the SEC 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 October 31, 2005, all filing requirements applicable to such
persons were complied with except for the following:
A Form 3 was not timely filed to report Dennis M. Schaney's appointment as
Chief Investment Officer of the Fund on April 21, 2005. A Form 3 was filed on
May 19, 2005 to report this event.
SHAREHOLDER PROPOSALS
Notice is hereby given that for a shareholder proposal to be considered for
inclusion in the Fund's proxy material relating to its 2007 annual meeting of
shareholders, the shareholder proposal must be received by the Fund no later
than November 1, 2006. The shareholder proposal, including any accompanying
supporting statement, may not exceed 500 words. A shareholder desiring to submit
a proposal must be a record or beneficial owner of Shares with a market value of
at least $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
13
shareholders, and a shareholder contemplating submission of a proposal is
referred to Rule 14a-8 promulgated under the 1934 Act. The timely submission of
a proposal does not guarantee its inclusion in the Fund's proxy materials.
Pursuant to the By-laws of the Fund, at any annual meeting of the
shareholders, only such business will be conducted as has been properly brought
before the annual meeting. To be properly brought before the annual meeting, the
business must be (i) specified in the notice of meeting (or any supplement
thereto) given by or at the direction of the Board, (ii) otherwise properly
brought before the meeting by or at the direction of the Board, or (iii)
otherwise properly brought before the meeting by a shareholder.
For business to be properly brought before the annual meeting by a
shareholder, the shareholder must have given timely notice thereof in writing to
the Secretary of the Fund. To be timely, any such notice must be delivered to,
or mailed (by certified mail being recommended) to and received by, Credit
Suisse High Yield Bond Fund c/o Credit Suisse Asset Management, LLC, 466
Lexington Avenue, 16th Floor, New York, New York 10017 not later than 45 days
before the date in the then current year corresponding to the date on which the
Fund first mailed its notice and proxy materials for the annual meeting held in
the prior year; provided, however, that in the event that the date of the annual
meeting is advanced or delayed by more than 30 days from the first anniversary
of the preceding year's 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 such
meeting was given or made. In no event shall the public announcement of an
adjournment of an annual meeting commence a new time period for the giving of a
shareholder's notice as described above.
Any such notice by a shareholder shall set forth as to each matter the
shareholder proposes to bring before the annual meeting: (i) a brief description
of the business desired to be brought before the annual meeting and the reasons
for conducting such business at the annual meeting, (ii) the name and address,
as they appear on the Fund's books, of the shareholder proposing such business,
(iii) the class and number of shares of the capital stock of the Fund which are
beneficially owned by the shareholder, (iv) a representation that the
shareholder is a holder of record of shares of the Fund entitled to vote at such
meeting and intends to appear in person or by proxy at the meeting to present
such business, (v) whether the shareholder intends or is part of a group which
intends to solicit proxies from other shareholders in support of such business
and (vi) any material interest of the shareholder in such business.
The Fund may exercise discretionary voting authority with respect to any
shareholder proposals for the 2007 annual meeting of shareholders not included
in the proxy statement and form of proxy which are not submitted to the Fund
within the time-frame indicated above. Even if timely notice is received, the
Fund may exercise discretionary voting authority in certain other circumstances.
Discretionary voting authority is the ability to vote proxies that shareholders
have executed and returned to the Fund on matters not specifically reflected on
the form of proxy.
SHAREHOLDERS WHO DO NOT EXPECT TO BE PRESENT AT THE ANNUAL MEETING AND WHO WISH
TO HAVE THEIR SHARES VOTED ARE REQUESTED TO DATE AND SIGN THE ENCLOSED PROXY
CARD AND RETURN IT IN THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN
THE UNITED STATES.
OTHER BUSINESS
Management knows of no business to be presented at the Meeting, other than
the matters set forth in this Proxy Statement, but should any other matter
requiring the vote of shareholders arise, the proxies will vote thereon
according to their best judgment in the interests of the Fund.
14
THE FUND WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS MOST RECENT ANNUAL
REPORT AND ANY MORE RECENT SEMI-ANNUAL REPORT TO A SHAREHOLDER UPON REQUEST. ANY
SUCH REQUEST SHOULD BE DIRECTED TO THE FUND BY CALLING 1-800-293-1232, BY
WRITING TO CREDIT SUISSE HIGH YIELD BOND FUND C/O CREDIT SUISSE ASSET
MANAGEMENT, LLC AT 466 LEXINGTON AVENUE, 16TH FLOOR, NEW YORK, NEW YORK 10017,
OR AT THE FUND'S WEBSITE AT http://www.credit-suisse.com/us. THESE REQUESTS WILL
BE HONORED WITHIN THREE BUSINESS DAYS OF RECEIPT.
15
CREDIT SUISSE
HIGH YIELD BOND
FUND
APRIL 20, 2006
SKU# DHY -Proxy -0406
1786-PS-06
APRIL 20, 2006
PROXY
CREDIT SUISSE HIGH YIELD BOND FUND
This Proxy is Solicited on Behalf of the Board of the Credit Suisse High
Yield Bond Fund
ANNUAL MEETING OF SHAREHOLDERS - APRIL 20, 2006
The undersigned hereby appoints each of J. Kevin Gao and Karen Regan, each
with the full power of substitution, and hereby authorizes them to represent and
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
thereof, all shares of Credit Suisse High Yield Bond Fund (the "Fund") that the
undersigned is entitled to vote at the annual meeting of shareholders of the
Fund to be held at the offices of Credit Suisse Asset Management, LLC, 466
Lexington Avenue, 16th Floor, New York, New York 10017, on April 20, 2006 at
2:00 p.m. New York time.
PLEASE VOTE, DATE AND SIGN ON THE REVERSE AND RETURN PROMPTLY IN THE
ENCLOSED ENVELOPE.
SEE REVERSE SIDE
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
[X] Please mark votes as in this example.
This proxy, if properly executed, will be voted in the manner directed
therein by the undersigned shareholder. If no direction is made, this proxy will
be voted "FOR" the nominees in Proposal 1.
1. Election of Trustees
Nominees: (01) James J. Cattano (three-year term)
(02) Steven N. Rappaport (three-year term)
(03) Lawrence D. Haber (one-year term)
FOR NOMINEES [ ] [ ] WITHHOLD FROM NOMINEES
(INSTRUCTION: To withhold authority for any individual nominee, strike a
line through such individual's name above.)
The proxies are authorized to vote upon such other business that may
properly come before the Meeting or any adjournment or adjournments thereof.
VOTE THIS CARD TODAY
By mail; phone (1-866-800-8817)
MARK HERE FOR ADDRESS CHANGES AND NOTE AT LEFT [ ]
NOTE: Please sign exactly as name(s) appear(s) hereon. Joint owners should
each 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
--------------- ----------