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)(4)
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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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 FEBRUARY 4, 2005
TO THE SHAREHOLDERS OF
CREDIT SUISSE HIGH YIELD BOND FUND:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders (the
"Meeting") of the 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 Friday, February 4, 2005, at 3:00 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 one (1) Trustee of the Fund.
This item is discussed in greater detail in the attached Proxy Statement.
The close of business on December 20, 2004 has been fixed as the record
date for the determination of the shareholders of the Fund entitled to notice
of, and to vote at, the Meeting.
This notice and related proxy material are first being mailed on or about
January 11, 2005.
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: January 11, 2005
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 FRIDAY, FEBRUARY 4, 2005
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 to be held at
the offices of Credit Suisse Asset Management, LLC ("CSAM"), 466 Lexington
Avenue, 16th Floor, New York, New York 10017 on Friday, February 4, 2005
(commencing at 3:00 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, CSAM, 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 January 11, 2005.
CSAM 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, 2004 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 such Meeting is present. In the event that a quorum is
present at the Meeting but sufficient votes to approve the proposed item are not
received, the persons named as proxies may propose one or more adjournments of
such 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
1
proxies 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 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.
CSAM 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, December 20, 2004, there were 54,060,331
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 3:00 p.m. on February 4, 2005.
PROPOSAL 1: ELECTION OF TRUSTEE
The only proposal to be submitted at the Meeting will be the election of
one (1) trustee of the Fund to hold office for the term set forth below and
until his successor is 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. Enrique R. Arzac is being nominated to serve
as a Class III Trustee for a three-year term to expire at the Fund's 2008 Annual
Meeting of Shareholders or until his successor is duly elected and qualified.
Lawrence J. Fox is the Class II Trustee whose term will expire at the Fund's
2007 Annual Meeting of Shareholders. James S. Pasman, Jr. is the Class I Trustee
whose term will expire at the Fund's 2006 Annual Meeting of Shareholders.
Mr. Arzac has indicated an intention to continue to serve if elected and
has consented to being named in this Proxy Statement.
2
The following tables set forth certain information regarding the nominee
for election to the Board, trustees whose terms of office continue beyond the
Meeting, and the 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 OTHER
POSITION(S) TERM OF OFFICE AND PRINCIPAL COMPLEX DIRECTORSHIPS
NAME, ADDRESS, AND HELD WITH LENGTH OF TIME OCCUPATION(S) OVERSEEN HELD BY
DATE OF BIRTH FUND SERVED DURING PAST 5 YEARS BY TRUSTEE TRUSTEE
------------------ ----------- ------------------ ------------------- ---------- -------------
NOMINEE FOR TRUSTEE:
Enrique R. Arzac Trustee, Since 2001; current term Professor of Finance and 8 Director of
c/o Credit Suisse Asset Nominating ends at the 2005 annual Economics, Graduate The Adams
Management, LLC Committee meeting School of Business, Express
Attn: General Counsel Chairman and Columbia University since Company (a
466 Lexington Avenue Audit Committee 1971. closed-end
New York, New York Member investment
10017-3140 company);
Date of Birth: 10/02/41 Director of
Petroleum and
Resources
Corporation
(a closed-end
investment
company)
NON-INTERESTED TRUSTEES:
Lawrence J. Fox Trustee, Since 2001; current term Partner of Drinker Biddle 3 Director,
One Logan Square Nominating ends at the 2007 annual & Reath (law firm) since Winthrop
18th & Cherry Streets Committee Member meeting 1972. Trust Company
Philadelphia, and Audit
Pennsylvania 19103 Committee
Date of Birth: 07/17/43 Chairman
James S. Pasman, Jr. Trustee, Since 2001; current term Currently retired. 45 Director of
c/o Credit Suisse Asset Nominating and ends at the 2006 annual Education
Management, LLC Audit Committee meeting Management
466 Lexington Avenue Member Corp.
New York, New York
10017-3140
Date of Birth: 12/20/30
3
NAME, ADDRESS AND DATE POSITIONS(S) HELD
OF BIRTH WITH FUND LENGTH OF TIME SERVED PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS
---------------------- ----------------- --------------------- -------------------------------------------
OFFICERS:
Michael E. Kenneally Chairman of the Fund Since 2004 Chairman and Global Chief Executive Officer of
c/o Credit Suisse Asset and Chief Executive CSAM since 2003; Chairman and Chief Investment
Management, LLC Officer Officer of Banc of America Capital Management
466 Lexington Avenue from 1998 to March 2003
New York, New York
10017-3140
Date of Birth: 03/30/54
Richard J. Lindquist President and Chief Since 2001 Managing Director of CSAM; Associated with
c/o Credit Suisse Asset Investment Officer CSAM since 1995; Officer of other Credit
Management, LLC Suisse Funds
466 Lexington Avenue
New York, New York
10017
Date of Birth: 6/22/60
Michael A. Pignataro Chief Financial Officer, Since 2000 Director and Director of Fund Administration
c/o Credit Suisse Asset Vice President and of CSAM; Associated with CSAM since 1984;
Management, LLC Secretary Officer of other Credit Suisse Funds
466 Lexington Avenue
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
c/o CSAM CSAM; Associated with CSAM since July 2000;
466 Lexington Avenue Vice President and Director of Compliance of
New York, New York Forstmann-Leff Associates from 1998 to June
10017-3140 2000; Officer of other Credit Suisse Funds
Date of Birth: 09/21/66
Ajay Mehra Chief Legal Officer Since 2004 Director and Deputy General Counsel of CSAM
c/o Credit Suisse Asset since September 2004; Senior Associate of
Management, LLC Shearman & Sterling LLP from September 2000 to
466 Lexington Avenue September 2004; Senior Counsel of the SEC
New York, New York Division of Investment Management from June
10017-3140 1997 to September 2000; Officer of other
Date of Birth: 08/14/70 Credit Suisse Funds
J. Kevin Gao Senior Vice President Since 2004 Vice President and Legal Counsel of CSAM;
c/o Credit Suisse Asset Associated with CSAM since July 2003;
Management, LLC Associated with the law firm of Willkie Farr &
466 Lexington Avenue Gallagher LLP from 1998 to 2003; Officer of
New York, New York other Credit Suisse Funds
10017-3140
Date of Birth: 10/13/67
Robert M. Rizza Treasurer Since 2001 Assistant Vice President of CSAM since January
c/o Credit Suisse Asset 2001; Associated with CSAM since 1998; Officer
Management, LLC of other Credit Suisse Funds
466 Lexington Avenue
New York, New York
10017-3140
Date of Birth: 12/09/65
4
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 CSAM Family
of Investment Companies (as defined below) beneficially owned by each Trustee.
AGGREGATE DOLLAR RANGE OF EQUITY
SECURITIES IN ALL FUNDS OVERSEEN BY
TRUSTEE OR NOMINEE IN CSAM
DOLLAR RANGE OF EQUITY FAMILY OF INVESTMENT
NAME OF TRUSTEE OR NOMINEE SECURITIES IN THE FUND*(1) (2) COMPANIES*(1)(3)
-------------------------- -------------------------------- -------------------------------------
NOMINEE FOR TRUSTEE:
Enrique R. Arzac C E
NON-INTERESTED TRUSTEES:
Lawrence J. Fox C C
James S. Pasman, Jr. B D
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* 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,
2004. "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) "CSAM Family of Investment Companies" means those registered investment
companies that share CSAM as the investment adviser and that hold
themselves out to investors as related companies for purposes of investment
and investor services.
As of December 31, 2004, none of the non-interested nominee for election to
the Board, the non-interested Trustees or their immediate family members owned
beneficially or of record any class of securities in CSAM or in a person (other
than a registered investment company) directly or indirectly controlling,
controlled by or under common control with CSAM.
During the fiscal year ended October 31, 2004, each Trustee who was not a
director, officer, partner, co-partner or employee of CSAM, 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, 2004 to all such unaffiliated trustees was $52,500.
During the fiscal year ended October 31, 2004, the Board convened five
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 and Pasman constitute the Fund's Audit 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 New York
Stock Exchange, Inc. (the "NYSE")). The Audit Committee convened four times
during the fiscal year ended October 31, 2004. 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
5
is defined by the listing standards of the NYSE). The Nominating Committee met
four times during the fiscal year ended October 31, 2004. At a meeting of the
Nominating Committee held on November 30, 2004, the Nominating Committee (with
the nominee abstaining from voting) nominated Mr. Arzac for a three-year term.
The Nominating Committee selects and nominates new Trustees. The Nominating
Committee will consider nominees recommended by shareholders should a vacancy
arise. Recommendations should be submitted in writing to the Nominating
Committee in care of the Secretary of the Fund. The Board has adopted a
Nominating Committee Charter (a copy of which is attached as Appendix A). 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 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.
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 is attached as Appendix B), 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 CSAM 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, 2004. 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 the written
disclosures and the letter from PwC required by the SEC's independence rules
delineating relationships between the independent registered public accounting
firm and the Fund and the impact that any such relationships may have on the
objectivity and 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 and to CSAM 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
6
does not provide an independent basis to determine 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 2004 Annual Report to Shareholders for the fiscal year ended October 31,
2004 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.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
At a meeting held on November 30, 2004, the Fund's Audit Committee approved
the selection of PwC for the fiscal year ending October 31, 2005. 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, 2003 and October 31, 2004.
2003 2004
---- ----
Audit Fees $ 29,580 $ 29,580
Audit-Related Fees(1) $ 11,500 $ 4,500
Tax Fees(2) $ 2,284 $ 2,284
All Other Fees $ -- $ --
Total $ 43,364 $ 36,364
(1) Services include agreed-upon procedures in connection with the Fund's
semi-annual financial statements ($3,000 per year), the Fund's third
quarter 2004 Form N-Q filing ($1,500), and the Fund's Debt Covenant
Agreement for 2003 ($8,500).
(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 CSAM and
any service provider to the Fund controlling, controlled by or under common
control with CSAM 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 Committee, and the Chairperson shall report to the Committee, at its next
regularly
7
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 Committee's
pre-approval responsibilities to other persons (other than CSAM 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, CSAM 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 Committee and approved by the Committee (or its
delegate(s)) prior to the completion of the audit.
No fees were billed by PwC for non-audit services rendered to the Fund,
CSAM or Covered Service Providers for the fiscal years ended October 31, 2003
and October 31, 2004.
COMPENSATION
The following table shows certain compensation information for the trustees
for the fiscal year ended October 31, 2004. All officers of the Fund are
employees of and are compensated by CSAM. None of the Fund's executive officers
or trustees who are also officers or directors of CSAM 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*
-------------------------- ------------- -------------------
NOMINEE FOR TRUSTEE:
Enrique R. Arzac $ 17,500 $ 85,500
NON-INTERESTED TRUSTEES:
Lawrence J. Fox $ 17,500 $ 43,500
James S. Pasman, Jr. $ 17,500 $ 143,875
----------
* 48 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 NOMINEE 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 December 20, 2004, 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, 2004, all filing requirements applicable to such
persons were complied with.
8
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 2006 annual meeting of
shareholders, the shareholder proposal must be received by the Fund no later
than September 13, 2005. 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
$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 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) and received at, 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 2006 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.
9
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.
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.csam.com/us. THESE REQUESTS WILL BE HONORED WITHIN THREE
BUSINESS DAYS OF RECEIPT.
10
APPENDIX A
NOMINATING COMMITTEE CHARTER
This document serves as the Charter for the Nominating Committee (the
"Committee") of the Board of Directors/Trustees (the "Board") of each fund (the
"Fund" and collectively the "Funds") advised by Credit Suisse Asset Management,
LLC ("CSAM") listed on Appendix A hereto (each such Charter being a separate
Charter).
SECTION 1. PURPOSE & SCOPE
The purpose of the Nominating Committee is to assist the Board in
its selection of members with the competencies needed to oversee
the Funds so that the interests of shareholders in the Funds are
well-served.
In pursuit of this purpose, the scope of the Committee's
responsibilities shall include:
-- the nomination of new independent Directors.
-- the evaluation of the Board and its compensation
structure.
-- the analyses and appropriateness of establishing minimum
shareholding levels for Directors.
SECTION 2. MEMBERSHIP
(a) The Committee for each Fund shall consist of all of the
Directors who are not "interested persons" of the Fund, as
defined in the Investment Company Act of 1940, as amended
(the "1940 Act"), and, if applicable, "independent" as such
term is defined by the listing standards of the principal
national securities exchange upon which the Fund's shares
are listed, if any.
(b) The Committee shall appoint its Chairperson by a majority
vote of its members.
(c) The compensation, if any, of the Committee members shall be
as determined by the Board.
SECTION 3. NOMINATION AND APPOINTMENT POLICY AND RESPONSIBILITIES
(a) In nominating candidates, the Committee will search for
those highly qualified candidates who can bring to the Board
the independence, skills, experience and judgment necessary
to address the issues independent directors of investment
companies may confront in fulfilling their duties to fund
shareholders. The Committee may, in its discretion,
establish specific, minimum qualifications (including
skills) that must be met by Committee-nominated or
shareholder-nominated candidates.
(b) The Committee will consider candidates submitted by
shareholders or from other sources it deems appropriate. Any
recommendation should be submitted to the Secretary of each
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 director,
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
A-1
discretion of the 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 directors 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 Securities Exchange Act of 1934, as
amended, 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 director (if
elected)). In the case of any 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
SECTION 4. ADDITIONAL RIGHTS AND RESPONSIBILITIES
(a) The Committee shall review, as it deems necessary, and make
recommendations with regard to the tenure of the directors,
including any term limits, limits on the number of boards
(or committees) on which a director may sit and normal
retirement age.
(b) The Committee may retain and terminate a search firm to
identify director nominees, subject to the Board's sole
authority to approve the search firm's fees and other
retention terms.
(c) The Committee shall be responsible for annually evaluating
the Board and its committee structure to determine whether
the Board and its committee structure is functioning
effectively. The Committee shall determine the nature of the
evaluation, supervise the conduct of the evaluation and
prepare an assessment of the performance of the Board and
its committees, to be discussed with the Board.
(d) The Committee shall have the authority to delegate all or a
portion of its duties and responsibilities to a subcommittee
of the Committee.
(e) The Committee shall have any other duties or
responsibilities expressly delegated to the Committee by the
Board from time to time relating to the nomination of the
Board members or any Committee members.
SECTION 5. PROCEDURAL MATTERS
(a) The Committee shall meet at least once a year.
(b) The Committee shall keep written minutes of its meetings,
which minutes shall be maintained with the books and records
of the Fund, and the Committee shall report to the Board on
its meetings.
(c) The Committee shall, from time to time as it deems
appropriate, review and reassess the adequacy of this
Charter and recommend any proposed changes to the Board for
approval. The Charter shall be posted on the Fund's website.
(d) The Board has granted to the Committee access to the
resources and authority to make reasonable expenditures,
including expenditures to retain any experts and counsel
related to the aforementioned duties and tasks, that will be
reimbursed by the Fund.
August 11, 2004
A-2
APPENDIX A
OPEN-END FUNDS:
OCTOBER 31 FISCAL YEAR END FUNDS ("OCTOBER 31 FUNDS")
Credit Suisse Capital Appreciation Fund
Credit Suisse Capital Funds
Credit Suisse Large Cap Value Fund
Credit Suisse Small Cap Value Fund
Credit Suisse Commodity Return Strategy Fund
Credit Suisse Emerging Markets Fund
Credit Suisse Fixed Income Fund
Credit Suisse Global Fixed Income Fund, Inc.
Credit Suisse Global Post-Venture Capital Fund, Inc.
Credit Suisse Institutional Fund, Inc.
Capital Appreciation Portfolio
Harbinger Portfolio
International Focus Portfolio
Investment Grade Fixed Income Portfolio
Large Cap Value Portfolio
Select Equity Portfolio
Small Cap Growth Portfolio
Small Cap Value Portfolio
Credit Suisse International Focus Fund, Inc.
Credit Suisse Japan Equity Fund, Inc.
Credit Suisse Mid-Cap Growth Fund, Inc.
Credit Suisse New York Municipal Fund
Credit Suisse Opportunity Funds
Credit Suisse High Income Fund
Credit Suisse Small Cap Growth Fund, Inc.
Credit Suisse Target Return Fund
DECEMBER 31 FISCAL YEAR END FUNDS ("DECEMBER 31 FUNDS")
Credit Suisse Cash Reserve Fund, Inc.
Credit Suisse Institutional Fixed Income Fund, Inc.
Credit Suisse Institutional High Yield Fund, Inc.
Credit Suisse Institutional Money Market Fund
Government Portfolio
Prime Portfolio
Credit Suisse New York Tax Exempt Fund, Inc.
Credit Suisse Select Equity Fund, Inc.
Credit Suisse Short Duration Bond Fund
Credit Suisse Trust
Blue Chip Portfolio
Emerging Markets Portfolio
A-3
Global Post-Venture Capital Portfolio
International Focus Portfolio
Large Cap Value Portfolio
Mid-Cap Growth Portfolio
Small Cap Growth Portfolio
Small Cap Value Portfolio
Strategic Small Cap Portfolio
CLOSED-END FUNDS:
Credit Suisse High Yield Bond Fund
Credit Suisse Asset Management Income Fund, Inc.
The Brazilian Equity Fund, Inc.
The Chile Fund, Inc.
The Emerging Markets Telecommunications Fund, Inc.
The First Israel Fund, Inc.
The Indonesia Fund, Inc.
The Latin America Equity Fund, Inc.
A-4
APPENDIX B
AUDIT COMMITTEE CHARTER
This document serves as the Charter for the Audit Committee (the
"Committee") of the Board of Directors/Trustees (the "Board") of each fund (the
"Fund") advised by Credit Suisse Asset Management, LLC ("CSAM") listed on
Appendix A hereto (each such Charter being a separate Charter).
PURPOSE
The primary purposes of the Committee are to:
- assist Board oversight of
1. the integrity of the Fund's financial statements
2. the independent auditor's qualifications and independence
3. the performance of the Fund's independent auditors
4. the Fund's compliance with legal and regulatory requirements
- prepare an audit committee report, if required by the SEC, to be
included in the Fund's annual proxy statement, if any;
- oversee the scope of the annual audit of the Fund's financial
statements, the quality and objectivity of the Fund's financial
statements, the Fund's accounting and financial reporting policies and
practices and its internal controls relating thereto;
- determine the selection, appointment, retention and termination of
the Fund's independent auditors, as well as approving the compensation
of the auditors;
- pre-approve all audit and non-audit services provided to the Fund
and certain other persons (as described in 2(b) below) by such
independent auditors; and
- act as a liaison between the Fund's independent auditors and the
Board.
The Fund's independent auditors shall report directly to the Committee.
The primary function of the Committee is oversight. The Fund's management
is responsible for (i) the preparation, presentation and integrity of the Fund's
financial statements, (ii) the maintenance of appropriate accounting and
financial reporting principles and policies and (iii) the maintenance of
internal controls and procedures designed to assure compliance with accounting
standards and applicable laws and regulations.
The independent auditors are responsible for planning and carrying out
proper audits and reviews in accordance with generally accepted auditing
standards.
In fulfilling their responsibilities hereunder, it is recognized that
members of the Committee are not full-time employees of the Fund. As such, it is
not the duty or responsibility of the Committee or its members to conduct "field
work" or other types of auditing or accounting reviews or procedures or to set
auditor independence standards. Each member of the Committee shall be entitled
to rely on (i) the integrity of those persons and organizations within and
outside the Fund from which it receives information, (ii) the accuracy of the
financial and other information provided to the Committee by such persons and
organizations absent actual knowledge to the contrary (which shall be promptly
reported to the Fund's Board) and (iii) statements made by the officers and
employees of the Fund, CSAM or other third parties as to any information
technology, internal audit and other non-audit services provided by the
independent auditors to the Fund. In addition, the evaluation of the Fund's
financial statements by the Committee
B-1
is not of the same scope as, and does not involve the extent of detail as,
audits performed by the independent auditors, nor does the Committee's
evaluation substitute for the responsibilities of the Fund's management for
preparing, or the independent auditors for auditing, the financial statements.
COMPOSITION AND QUALIFICATIONS
(a) The Committee shall consist of at least three Board
members none of whom is an "interested person," as that term is
defined in Section 2(a)(19) of the Investment Company Act of
1940, as amended (the "Independent Board Members"), each of
whom shall be financially literate and able to read and
understand fundamental financial statements, including the
Fund's balance sheet, income statement and cash flow statement,
and at least one of whom shall have accounting or related
financial management expertise as determined by the Fund's
Board in its business judgment. Each member of the Committee
must also meet the New York Stock Exchange's independence
requirements for audit committee members of listed companies
and the independence requirements applicable to investment
companies set forth in Rule 10A-3 under the Securities Exchange
Act of 1934, as amended. If one or more members of the
Committee qualify as an "audit committee financial expert"
("ACFE"), within the meaning of the rules adopted and
implemented under Section 407 of the Sarbanes-Oxley Act of
2002, at least one such member shall be designated as the
Committee's ACFE. The Committee shall elect a chairperson, who
shall preside over Committee meetings (the "Chairperson"). The
Chairperson shall serve as such until his successor is selected
by the Committee.
The designation of a person as an ACFE shall not impose any
greater responsibility or liability on that person than the
responsibility and liability imposed on such person as a member
of the Committee, nor does it decrease the duties and
obligations of other Committee members or the Board.
(b) With respect to any subsequent changes to the
composition of the Committee, and otherwise approximately once
each year, the Board of Directors shall determine:
(i) that each member of the Audit Committee is
"independent" pursuant to the NYSE's governance
standards or applicable law or, in the case of a
Fund whose securities are listed on the American
Stock Exchange ("AMEX"), pursuant to the
governance standards of the AMEX;
(ii) that each Audit Committee member is financially
literate and able to read and understand
fundamental financial statements, including the
Fund's balance sheet, income statement and cash
flow statement;
(iii) that at least one of the Committee members has
accounting or related financial management
expertise and, for a Fund whose securities are
listed on the AMEX, is "financially
sophisticated" pursuant to AMEX rules; and
(iv) the adequacy of the Charter.
DUTIES AND POWERS
1. To carry out its purposes, the Committee shall have the
following duties and powers to be exercised at such times and
in such manner as the Committee shall deem necessary or
appropriate:
(a) to determine, and recommend to the Independent Board
Members for their ratification and approval, the selection,
appointment, compensation, independence, retention and
termination of the Fund's independent auditors (or any other
public accounting firm engaged for the purposes of performing
other audit, review or attest services for the Fund);
B-2
(b) to resolve any disagreements between management and the
independent auditors regarding financial reporting;
(c) to pre-approve (i) all audit and permissible non-audit
services(1) to be provided by the independent auditors to the
Fund, and (ii) all permissible non-audit services to be
provided by the independent auditors to CSAM and any service
provider to the Fund controlling, controlled by or under common
control with CSAM that provides ongoing services to the Fund
("Covered Services Provider"), if the engagement relates
directly to the operations and financial reporting of the Fund.
The Committee may delegate its responsibility to pre-approve
any such audit and permissible non-audit services to the
Chairperson of the Committee, and the Chairperson shall report
to the Committee, at its next regularly scheduled meeting after
the Chairperson's pre-approval of such services, his or her
decision(s). The 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 Committee's pre-approval
responsibilities to other persons (other than CSAM or the
Fund's officers);
(d) to meet with the Fund's independent auditors, including
meetings apart from management, on a regular basis: (i) to
review the arrangements for and scope of the proposed annual
audit and any special audits; (ii) to review the scope of
non-audit services being provided and proposed to be provided;
(iii) to discuss any matters of importance relating to the
Fund's financial statements, including any adjustments to such
statements recommended by the independent auditors, or other
results of said audits; (iv) to consider the independent
auditor's comments communicated to the Committee with respect
to the Fund's financial policies, procedures and internal
accounting controls and management's responses thereto; (v) to
obtain annually in writing from the independent auditors their
letter as to the adequacy of such controls as required by Form
N-SAR; (vi) to review the form of report the independent
auditors propose to render to the Board and shareholders; (vii)
to discuss with the independent auditors any disclosed
relationships or services that may diminish the objectivity and
independence of the independent auditors; and (viii) receive
reports at least annually from the independent auditors
regarding their independence (including receiving the
independent auditors' specific representations as to
independence consistent with current statements of the
Independence Standards Board), and discuss such reports with
the independent auditors, and,
----------
(1) The Committee is responsible for pre-approving (i) all audit and
permissable non-audit services to be provided by the independent auditors to the
Fund and (ii) all permissible non-audit services to be provided by the
independent auditors to CSAM and any service provider to the Fund controlling,
controlled by or under common control with CSAM that provided ongoing services
to the Fund ("Covered Services Provider") if the engagement relates directly to
the operations and financial reporting of the registrant. The Committee may
delegate its responsibility to pre-approve any such audit and permissible
non-audit services to the Chairperson of the Committee, and the Chairperson
shall report to the Committee, at its next regularly scheduled meeting after the
Chairperson's pre-approval of such services, his or her decision(s). The
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 Committee's pre-approval responsibilities to
other persons (other than CSAM or the Fund's officers). Pre-approval by the
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, CSAM and any Covered Services Provider constitutes not more than 5%
of the total amount of revenues paid by the registrant to its independent
auditors during the fiscal year in which the permissible non-audit services are
provided; (ii) the permissible non-audit services were not recognized by the
registrant at the time of the engagement to be non-audit services; and (iii)
such services are promptly brought to the attention of the Committee and
approved by the Committee (or its delegate(s)) prior to the completion of the
audit.
B-3
if so determined by the Committee, recommend that the Board
take appropriate action to ensure the independence of the
independent auditors;
(e) to review with the Fund's management and independent
auditors: (i) critical accounting policies and practices
applied by the Fund and communicated to the Committee by the
independent auditors and/or management in preparing its
financial statements; (ii) alternative treatments within
generally accepted accounting principles for policies and
practices related to material items that have been discussed
with management communicated to the Committee; (iii) other
material written communications between the independent
auditors and the Fund, including any management letter, report
on observations and recommendations on internal controls,
report of any unadjusted differences (including a listing of
adjustments and reclassifications not recorded, if any)
communicated to the Committee, engagement letter and
independence letter; and (iv) any audit problems or
difficulties and management's response, including any
restrictions on the scope of the auditor's activities or on
access to requested information, and any significant
disagreements with management;
(f) to consider and evaluate the effect upon the Fund of
significant changes in accounting principles, practices,
controls or procedures proposed or contemplated by management
or the independent auditors;
(g) to discuss with management policies and guidelines with
respect to risk assessment and risk management affecting the
Fund, and the steps taken to monitor and control such risks and
exposures;
(h) to discuss the types of information to be disclosed in
press releases concerning dividends, as well as financial
information provided to analysts and rating agencies, and the
type of presentation to be made;
(i) to establish procedures for the receipt, retention and
treatment of complaints regarding accounting, internal
accounting controls or auditing matters, including procedures
for the confidential, anonymous submission by employees of the
Fund and its service providers (as and to the extent required
with respect to service providers by applicable rules,
regulations or listing requirements) of concerns regarding
questionable accounting or auditing matters pertaining to the
Fund;
(j) to establish policies governing the hiring by the Fund
of employees or former employees of the independent auditors
consistent with government regulations;
(k) at least annually, to obtain and review a report by the
Fund's independent auditors describing: (1) the audit firm's
internal quality-control procedures; (2) any material issues
raised by the most recent internal quality-control review, or
peer review, of the firm, or by any inquiry or investigation by
governmental or professional authorities, within the preceding
five years, respecting one or more independent audits carried
out by the audit firm, and any steps taken to deal with any
such issues; and (3) for the purpose of assessing the auditor's
independence, all relationships between the independent
auditors and the Fund;
(l) to review and evaluate the qualifications, performance
and independence of the lead audit partner of the independent
auditors on the Fund's engagement;
(m) to assure the regular rotation of such lead audit partner
and the reviewing partner, and to consider whether there should
be a regular rotation of the audit firm itself;
(n) to review and discuss the Fund's audited and unaudited
financial statements with management and, in the case of the
audited financials, the independent auditor, including the
Fund's disclosure
B-4
of management's discussion of Fund performance, and to
recommend to the Board, as appropriate, the inclusion of the
Fund's audited financial statements in the Fund's annual
report; and
(o) to report regularly to the full Board any issues that
arise with respect to: (1) the quality or integrity of the
Fund's financial statements, (2) the Fund's compliance with
legal or regulatory requirements and (3) the performance and
independence of the Fund's independent auditors, and make such
recommendations with respect to the matters within the scope of
its authority and other matters, as the Committee may deem
necessary or appropriate.
(p) to meet periodically with Fund management on all relevant
matters, apart from the Fund's independent auditors;
2. The Committee shall meet as frequently as necessary to carry
out its obligations, but not less frequently than twice a year,
and shall hold special meetings as circumstances require. A
majority of the total number of members of the Committee shall
constitute a quorum of the Committee. A majority of the members
of the Committee present shall be empowered to act on behalf of
the Committee. The Committee shall regularly meet (typically,
on the same day as regular Committee meetings) with the Fund's
management and with the personnel of the Fund's administrator.
Members of the Committee may participate in a meeting of the
Committee in person or by means of a conference call or similar
communications equipment by means of which all persons
participating in the meeting can hear each other.
3. The Committee shall have the resources and authority
appropriate to discharge its responsibilities, including the
authority to retain, as it deems necessary to carry out its
duties, special counsel and other experts or consultants at the
expense of the Fund. The Fund shall provide appropriate funding
for the Committee to carry out its duties and its
responsibilities, including appropriate funding, as determined
by the Committee (a) for payment of compensation to the Fund's
independent auditors or other public accounting firm providing
audit, review or attest services for the Fund, (b) for payment
of compensation to any advisors employed by the Committee and
(c) for the ordinary administrative expenses of the Committee
that are necessary or appropriate in carrying out its duties.
In performing its duties, the Committee shall consult as it
deems appropriate with the members of the Board, officers and
employees of the Fund, CSAM, the Fund's sub-advisor(s), if any,
the Fund's counsel and the Fund's other service providers.
4. The Committee shall evaluate its performance under this Charter
annually.
5. The Committee shall review the adequacy of this Charter at
least annually and recommend any changes to the full Board. The
Board also shall review and approve this Charter at least
annually.
6. This Charter may be altered, amended or repealed, or a new
Charter may be adopted, by the Board by the affirmative vote of
a majority of all of the members of the Board, including a
majority of the "non-interested" Board members (within the
meaning of the Investment Company Act of 1940, as amended).
7. The Chief Executive Officer (the "CEO") of each Fund shall
certify to the Audit Committee of each Fund annually that he is
not aware of any violation by the Fund of any corporate
governance standards or policies to which the Fund is subject.
In addition, the CEO of the Fund must promptly notify the
relevant Audit Committee in writing after any executive officer
of the Fund becomes aware of any material non-compliance with
any applicable corporate governance listing standard or policy.
B-5
8. FOR CLOSED-END FUNDS ONLY. (a) Each Fund whose securities are
listed on the New York Stock Exchange ("NYSE") shall provide
the NYSE, with respect to any subsequent changes to the
composition of the Audit Committee or otherwise approximately
once each year, written confirmation of the determinations
required by Section 1(b) above insofar as Section 1(b) relates
to NYSE requirements.
(b) The CEO of each Fund whose securities are listed on the
NYSE shall certify to the NYSE annually that he is not aware of
any violation by the Fund of the NYSE corporate governance
listing standards and such certification shall be included in
the Fund's annual report to shareholders. If the CEO of any
such Fund provides notice to the NYSE upon receipt of a report
by any executive officer of any material non-compliance with
any applicable provisions of the NYSE corporate governance
listing standards, copies of any such certification or notice
shall be provided to the Audit Committee of the relevant Fund.
(c) If a Fund whose securities are listed on the AMEX provides
the AMEX notice upon receipt of a report by an executive
officer of any material non-compliance with the requirements of
Rule 10A-3 under the Securities Exchange Act of 1934 relating
to audit committees, copies of any such notice shall be
provided to the Audit Committee of the relevant Fund.
Adopted: Effective August 11, 2004
B-6
APPENDIX A
OPEN-END FUNDS:
OCTOBER 31 FISCAL YEAR END FUNDS ("OCTOBER 31 FUNDS")
Credit Suisse Capital Appreciation Fund
Credit Suisse Capital Funds
Credit Suisse Large Cap Value Fund
Credit Suisse Small Cap Value Fund
Credit Suisse Commodity Return Strategy Fund
Credit Suisse Emerging Markets Fund
Credit Suisse Fixed Income Fund
Credit Suisse Global Fixed Income Fund, Inc.
Credit Suisse Global Post-Venture Capital Fund, Inc.
Credit Suisse Institutional Fund, Inc.
Capital Appreciation Portfolio
Harbinger Portfolio
International Focus Portfolio
Investment Grade Fixed Income Portfolio
Large Cap Value Portfolio
Select Equity Portfolio
Small Cap Growth Portfolio
Small Cap Value Portfolio
Credit Suisse International Focus Fund, Inc.
Credit Suisse Japan Equity Fund, Inc.
Credit Suisse Mid-Cap Growth Fund, Inc.
Credit Suisse New York Municipal Fund
Credit Suisse Opportunity Funds
Credit Suisse High Income Fund
Credit Suisse Small Cap Growth Fund, Inc.
Credit Suisse Target Return Fund
DECEMBER 31 FISCAL YEAR END FUNDS ("DECEMBER 31 FUNDS")
Credit Suisse Cash Reserve Fund, Inc.
Credit Suisse Institutional Fixed Income Fund, Inc.
Credit Suisse Institutional High Yield Fund, Inc.
Credit Suisse Institutional Money Market Fund
Government Portfolio
Prime Portfolio
Credit Suisse New York Tax Exempt Fund, Inc.
Credit Suisse Select Equity Fund, Inc.
Credit Suisse Short Duration Bond Fund
Credit Suisse Trust
Blue Chip Portfolio
Emerging Markets Portfolio
B-7
Global Post-Venture Capital Portfolio
International Focus Portfolio
Large Cap Value Portfolio
Mid-Cap Growth Portfolio
Small Cap Growth Portfolio
Small Cap Value Portfolio
Strategic Small Cap Portfolio
CLOSED-END FUNDS:
Credit Suisse High Yield Bond Fund
Credit Suisse Asset Management Income Fund, Inc.
The Brazilian Equity Fund, Inc.
The Chile Fund, Inc.
The Emerging Markets Telecommunications Fund, Inc.
The First Israel Fund, Inc.
The Indonesia Fund, Inc.
The Latin America Equity Fund, Inc.
B-8
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CREDIT SUISSE
HIGH YIELD BOND FUND
FEBRUARY 4, 2005
1786-PS-05
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 - FEBRUARY 4, 2005
The undersigned hereby appoints each of Michael A. Pignataro and J. Kevin
Gao, 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
February 4, 2005 at 3:00 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 nominee in Proposal 1.
1. Election of Trustee
Nominee: (01) Enrique R. Arzac
FOR NOMINEE / / / / WITHHOLD FROM NOMINEE
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
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Signature: Date
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