Filed by the
Registrant ☒ Filed by a Party other than the
Registrant ☐
PROPOSAL 1: ELECTION OF TRUSTEES
The only proposal to be submitted at the Meeting will be the election of two (2) Trustees of the Fund to hold office for the term set forth
below and until his or her respective successor is elected and qualified. Trustees who are not interested persons (as that term is defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended (the 1940
Act)) of the Fund and the Funds investment adviser, Credit Suisse, are referred to in this Proxy Statement as Non-Interested Trustees.
Pursuant to the Funds Agreement and Declaration of Trust, the Board is divided into three classes, with each class having a term of three
years. Each year the term of one class will expire. Laura A. DeFelice and Steven N. Rappaport have each been nominated for election to the Board for the class and term as set forth opposite his or her name below:
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Laura A. DeFelice
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Class I
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Three-year term to expire at the
Funds
2024 Annual Meeting or until her successor is duly elected and qualified.
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Steven N. Rappaport
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Class I
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Three-year term to expire at the Funds 2024 Annual Meeting or until his successor is duly elected and qualified
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3
Each of Ms. DeFelice and Mr. Rappaport currently serves as a Class I Trustee of
the Fund. Mahendra R. Gupta and John G. Popp are Class II Trustees whose terms will expire at the Funds 2022 Annual Meeting of Shareholders or until their successors are duly elected and qualified. Jeffrey E. Garten is a Class III
Trustee whose term will expire at the Funds 2023 Annual Meeting of Shareholders or until his successor is duly elected and qualified.
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 Funds officers will end at the Boards meeting next following the Meeting, at which meeting it is anticipated that the Board will consider
electing the Funds officers for an additional term.
TRUSTEES/NOMINEES
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Name, Address, and
Year of Birth
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Position(s)
Held With
Fund
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Term of
Office* and
Length of
Time Served
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Principal
Occupation(s)
During
Past 5
Years
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Number of
Portfolios
in Fund
Complex**
Overseen
By Trustee
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Other
Directorships
Held By Trustee
During Past
5
Years
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Non-Interested Nominees for Trustee:
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Laura A. DeFelice
c/o Credit Suisse Asset Management, LLC
Attn: General Counsel
Eleven Madison Avenue
New
York,
New York 10010
Year of Birth: 1959
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Trustee, Nominating Committee and Audit Committee Member
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Trustee since 2019; current term ends at the 2021 annual meeting
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Partner of Acacia Properties LLC (multi-family and commercial real estate ownership and operation) from 2008 to present; Stonegate Advisors LLC (renewable energy and energy efficiency) from 2007 to present.
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9
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None.
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4
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Name, Address, and
Year of Birth
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Position(s)
Held With
Fund
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Term of
Office* and
Length of
Time Served
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Principal
Occupation(s)
During
Past 5
Years
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Number of
Portfolios
in Fund
Complex**
Overseen
By Trustee
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Other
Directorships
Held By Trustee
During Past
5
Years
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Steven N. Rappaport
c/o Credit Suisse Asset Management, LLC
Attn: General Counsel Eleven Madison Avenue New York,
New York 10010
Year of Birth:
1948
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Chairman of the Board of Trustees; Nominating Committee Chairman and Audit Committee Member
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Chairman since 2012 and Trustee since 2005; current term ends at the 2021 annual meeting
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Partner of Lehigh Court, LLC and RZ Capital (private investment firms) from July 2002 to present; Partner of Backstage Acquisition Holdings, LLC (publication job postings) from November 2013 to 2018.
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Director of Aberdeen Emerging Markets Equity Income Fund, Inc. (a closed-end investment company); Director of Aberdeen Funds (23 open-end portfolios); Director of iCAD, Inc. (surgical & medical instruments & apparatus
company) from 2006 to 2018.
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Non-Interested Trustees:
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Jeffrey E. Garten
c/o Credit Suisse Asset Management, LLC
Attn: General Counsel
Eleven Madison Avenue
New
York,
New York 10010
Year of Birth: 1946
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Trustee, Nominating Committee and Audit Committee Member
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Trustee since 2019; current term ends at the 2023 annual meeting
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Dean Emeritus of Yale School of Management from July 2015 to present; The Juan Trippe Professor in the Practice of International Trade, Finance and Business, Yale School of Management, from July 2005 to July 2015; Partner and
Chairman of Garten Rothkopf (consulting firm) from October 2005 to June 2017.
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Director of Aetna, Inc. (insurance company) From January 1999 to January 2019; Director of CarMax Group (used car dealers) From 2002 to 2019; Director of Miller Buckfire & Co., LLC (financial restructuring) From
January 2008 to 2019.
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Name, Address, and
Year of Birth
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Position(s)
Held With
Fund
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Term of
Office* and
Length of
Time Served
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Principal
Occupation(s)
During
Past 5
Years
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Number of
Portfolios
in Fund
Complex**
Overseen
By Trustee
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Other
Directorships
Held By Trustee
During Past
5
Years
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Mahendra R. Gupta
c/o Credit Suisse Asset Management, LLC
Attn: General Counsel
Eleven Madison Avenue
New
York,
New York 10010
Year of Birth: 1956
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Trustee, Nominating Committee Member and Audit Committee Chairman
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Trustee and Audit Committee Chairman since 2019; current term ends at 2022 annual meeting
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Professor, Washington University in St. Louis from July 1990 to present; Dean of Olin Business School at Washington University in St. Louis from July 2005 to July 2016; Partner, R.J. Mithaiwala (Food manufacturing and
retail, India) from March 1977 to present; Partner, F.F.B. Corporation (Agriculture, India) from March 1977 to present; Partner, RPMG Research Corporation (Benchmark research) from July 2001 to present.
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Director of Caleres Inc. (footwear) from May 2012 to present; Director of Koch Development Corporation (real estate development) from November 2017 to present; Director of Supernova
(fin-tech) from June 2014 to September 2018.
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Name, Address, and
Year of Birth
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Position(s)
Held With
Fund
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Term of
Office* and
Length of
Time Served
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Principal
Occupation(s)
During
Past 5
Years
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Number of
Portfolios
in Fund
Complex**
Overseen
By Trustee
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Other
Directorships
Held By Trustee
During Past
5
Years
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Interested Trustee:
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John G. Popp***
Credit Suisse Asset Management, LLC
Eleven Madison Avenue
New
York,
New York 10010
Year of Birth: 1956
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Trustee; Chief Executive Officer and President
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Trustee since 2012; Chief Executive Officer and President since 2010; current term ends at the 2022 annual meeting
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Managing Director of Credit Suisse; Global Head and Chief Investment Officer of the Credit Investment Group; Associated with Credit Suisse or its predecessor since 1997; Officer of other Credit Suisse Funds.
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None.
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Subject to the Funds retirement policy, no Trustee shall be presented to shareholders of the Fund for
election at any meeting that is scheduled to occur after he/she has reached the age of 74 and a Trustee shall automatically be deemed to retire from the Board at the next annual shareholders meeting following the date that he/she reaches the
age of 75 years even if his/her term of office has not expired on that date. The requirements of the retirement policy may be waived with respect to an individual Trustee.
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**
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The Fund Complex consists of Credit Suisse High Yield Bond Fund, Credit Suisse Asset Management
Income Fund, Inc., Credit Suisse Commodity Strategy Funds (which currently consists of two portfolios), Credit Suisse Opportunity Funds (which currently consists of four portfolios) and Credit Suisse Trust (which currently consists of one
portfolio).
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Mr. Popp is an interested person of the Fund as defined in the 1940 Act by virtue of his current
position as an officer of Credit Suisse.
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7
OFFICERS WHO ARE NOT TRUSTEES
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Name, Address
and Year of Birth
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Position(s) Held
With Fund
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Length of
Time Served
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Principal Occupation(s)
During Past 5
Years
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Thomas Flannery
Credit Suisse Asset Management, LLC
Eleven Madison Avenue
New
York,
New York 10010
Year of Birth: 1974
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Chief Investment Officer
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Since 2010
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Managing Director of Credit Suisse and Head of the Credit Suisse US High Yield Management Team; Associated with Credit Suisse Group AG since 1998; Officer of other Credit Suisse Funds.
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Emidio Morizio
Credit Suisse Asset Management, LLC
Eleven Madison Avenue
New
York,
New York 10010
Year of Birth: 1966
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Chief Compliance Officer
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Since 2004
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Managing Director and Global Head of Compliance of Credit Suisse since 2010; Associated with Credit Suisse since July 2000; Officer of other Credit Suisse Funds.
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Lou Anne McInnis
Credit Suisse Asset Management, LLC
Eleven Madison Avenue
New
York,
New York 10010
Year of Birth: 1959
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Chief Legal Officer
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Since 2015
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Director of Credit Suisse; Associated with Credit Suisse since April 2015; Counsel at DLA Piper US LLP from 2011 to April 2015; Associated with Morgan Stanley Investment Management from 1997 to 2010; Officer of other Credit
Suisse Funds.
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Karen Regan
Credit Suisse Asset Management, LLC
Eleven Madison Avenue
New
York,
New York 10010
Year of Birth: 1963
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Senior Vice President and Secretary
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Since 2010
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Vice President of Credit Suisse; Associated with Credit Suisse since December 2004; Officer of other Credit Suisse Funds.
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Omar Tariq
Credit Suisse Asset Management, LLC
Eleven Madison Avenue
New
York,
New York 10010
Year of Birth: 1983
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Chief Financial Officer and Treasurer
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Chief Financial Officer and Treasurer since 2019
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Director of Credit Suisse since March 2019; Senior Manager of PricewaterhouseCoopers, LLP from September 2010 to March 2019; Officer of other
Credit Suisse Funds.
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Qualification of Board of Trustees/Nominees
The Board believes that each Trustees and nominees experience, qualifications, attributes or skills on an individual basis and in
combination with those of the other Trustees and nominees lead to the conclusion that each Trustee and nominee should serve as a Trustee. Among the attributes common to all Trustees and nominees are their ability to review critically, evaluate,
question and discuss information provided to them, to interact effectively with the other Trustees, Credit Suisse, other service providers, counsel and the independent registered public accounting firm, and to exercise effective business judgment in
the performance of their duties as Trustees. A Trustees or nominees ability to perform his or her duties effectively may have been attained through the Trustees or nominees business, consulting, public service and/or academic
positions; experience from service as a board member of the Fund and the other funds in the Fund Complex, other investment funds, public companies, or non-profit entities or other organizations; educational background or professional training;
and/or other life experiences. In addition to these shared characteristics, set forth below is a brief discussion of the specific experience, qualifications, attributes or skills of each Trustee and nominee that support the conclusion that each
person should serve as a Trustee or nominee.
Non-Interested Trustees/Nominees
Laura A. DeFelice. Ms. DeFelice has been a Trustee since 2017 of all of the open-end Credit
Suisse Funds in the Fund Complex. Ms. DeFelice is the founding principal of two companies, one focusing on multi-family and commercial real estate ownership, leasing and management, and the other focusing on renewable energy project
development. She has over 25 years of business experience in the financial services industry, including as a law firm partner specializing in structured finance. Ms. DeFelice also serves on the board of directors of another closed-end fund in the Fund Complex.
Jeffrey E. Garten. Mr. Garten has been a Trustee since
1998 (except for part of 2000) of all of the open-end Credit Suisse Funds in the Fund Complex. In addition, he has over 40 years of executive, business and academic experience in the areas of international
trade and finance and business management. Mr. Garten also serves on the board of directors of another closed-end fund in the Fund Complex.
Mahendra R. Gupta. Mr. Gupta has been a Trustee since 2017, and Chairman of the Audit Committee since 2017 of all of the open-end Credit Suisse Funds in the Fund Complex. Mr. Gupta is a Professor at Washington University in St. Louis. He has over 25 years of academic experience as a professor of accounting and management.
Mr. Gupta also serves on the board of directors of another closed-end fund in the Fund Complex.
Steven N. Rappaport. Mr. Rappaport has been a Trustee since 2005, Chairman of the Board of Trustees since 2012 and Chairman of the
Nominating Committee since 2012. In addition, he has over 30 years of business experience in the financial
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services industry. Mr. Rappaport also serves on the boards of directors of other funds, including funds in the Fund Complex.
Interested Trustee
John G. Popp.
Mr. Popp has been a Trustee since 2012. He is a Managing Director of Credit Suisse. He is the Global Head and Chief Investment Officer of the Credit Investments Group. Mr. Popp has been associated with Credit Suisse since 1997. He has over
30 years of business experience in the financial services industry. Mr. Popp has been a trustee since 2017 of all of the open-end funds in the Fund Complex and is a director of another closed-end fund in the Fund Complex. Mr. Popp also
serves as Chief Executive Officer and President of all of the funds in the Fund Complex.
Specific details regarding each Trustees
and nominees principal occupations during the past five years are included in the table above.
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.
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Name of Trustee or Nominee
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Dollar Range
of Equity Securities
in the Fund*(1)(2)
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Aggregate Dollar Range of
Equity Securities in
All
Funds Overseen by Trustee
or Nominee in Credit Suisse
Family of Investment
Companies*(1)(3)
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Non-Interested Nominees for Trustee:
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Laura A. DeFelice
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A
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D
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Steven N. Rappaport
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E
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E
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Non-Interested Trustees:
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Jeffrey E. Garten
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A
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B
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Mahendra R. Gupta
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A
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D
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Interested Trustee:
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John G. Popp
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C
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E
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(1)
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This information has been furnished by each Trustee as of November 30, 2020. Beneficial
Ownership is determined in accordance with Rule 16a-1(a)(2) promulgated under the Securities Exchange Act of 1934, as amended (the 1934 Act).
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(2)
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The Funds Trustees and officers, in the aggregate, own less than 1% of the Funds outstanding equity
securities.
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(3)
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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.
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As of November 30, 2020, none of the Non-Interested nominees for election to the Board, the other 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, 2020, each Non-Interested Trustee received an annual fee of $20,000 and $2,000 for
each meeting of the Board attended by him or her and was reimbursed for expenses incurred in connection with his or her attendance at the Funds Board meetings. The total remuneration paid by the Fund during the fiscal year ended
October 31, 2020 to all such Non-Interested Trustees was $119,000. The Chairman of the Board receives an additional annual fee of $5,000 and the Audit Committee Chairman receives an additional annual fee of $2,000.
During the fiscal year ended October 31, 2020, the Board convened seven times. Each Trustee attended at least seventy-five percent of the
aggregate number of meetings of the Board and any committees on which he or she served during the period for which he or she was a Trustee.
Leadership
Structure and Oversight Responsibilities
Overall responsibility for oversight of the Fund rests with the Board. The Fund has engaged
Credit Suisse to manage the Fund on a day-to-day basis. The Board is responsible for overseeing Credit Suisse and other service providers in the operations of the Fund in accordance with the provisions of the 1940 Act, applicable provisions of state
and other laws and the Funds charter. The Board is currently composed of five members, each of whom, other than Mr. Popp, is a Non-Interested Trustee. The Board meets in-person at regularly scheduled quarterly meetings each year. In
addition, the Board may hold special in-person or telephonic meetings or informal conference calls to discuss specific matters that may arise or require action between regular meetings. As described below, the Board has established a Nominating
Committee and an Audit Committee, and may establish ad hoc committees or working groups from time to time, to assist the Board in fulfilling its oversight responsibilities. The Non-Interested Trustees have also engaged independent legal counsel to
assist them in performing their oversight responsibilities.
The Board has appointed Steven Rappaport, a Non-Interested Trustee, to serve
in the role of Chairman. The Chairmans role is to preside at all meetings of the Board and to act as a liaison with Credit Suisse, counsel and other Trustees generally between meetings. The Chairman serves as a key point person for dealings
between management and the Trustees. The Chairman may also perform such other functions as may be delegated by the Board from time to time. The Board
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reviews matters related to its leadership structure annually. The Board has determined that the Boards leadership structure is appropriate because it allows the Board to exercise informed
and independent judgment over the matters under its purview and it allocates areas of responsibility among committees of Trustees and the full Board in a manner that enhances effective oversight.
The Fund is subject to a number of risks, including investment, compliance, operational and valuation risks, among others. Risk oversight forms
part of the Boards general oversight of the Fund and is addressed as part of various Board and committee activities. Day-to-day risk management functions are subsumed within the responsibilities of Credit Suisse and other service providers
(depending on the nature of the risk), which carry out the Funds investment management and business affairs. Credit Suisse and other service providers employ a variety of processes, procedures and controls to identify various events or
circumstances that give rise to risks, to lessen the probability of their occurrence and/or to mitigate the effects of such events or circumstances if they do occur. Each of Credit Suisse and other service providers has their own independent
interest in risk management, and their policies and methods of risk management will depend on their functions and business models. The Board recognizes that it is not possible to identify all of the risks that may affect the Fund or to develop
processes and controls to eliminate or mitigate their occurrence or effects. As part of its regular oversight of the Fund, the Board interacts with and reviews reports from, among others, Credit Suisse, the Funds Chief Compliance Officer, the
Funds independent registered public accounting firm and counsel, as appropriate, regarding risks faced by the Fund and applicable risk controls. The Board may, at any time and in its discretion, change the manner in which it conducts risk
oversight.
All of the Trustees, except for John Popp, constitute the Funds 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 NYSE American, LLC, formerly known as NYSE MKT (the NYSE American)). The Audit Committee convened five times during the
fiscal year ended October 31, 2020. The Audit Committee advises the full Board with respect to accounting, auditing and financial matters affecting the Fund.
All of the Trustees, except for John Popp, constitute the Funds 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 NYSE American). The Nominating Committee met three times during the fiscal year ended October 31, 2020. At a meeting of the Nominating
Committee held on November 16, 2020, the Nominating Committee (with the nominees abstaining from voting) nominated each of Laura A. DeFelice and Steven N. Rappaport for a three-year term. The Nominating Committee selects and nominates new
Trustees. The Board has adopted a Nominating Committee Charter (a copy of which is included as Appendix A to this proxy statement). In nominating candidates, the Nominat
ing Committee will take into consideration such factors as it deems appropriate.
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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 candidates 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. With respect to
diversity, the Nominating Committee considers whether a candidates background, experience and skills will contribute to the diversity of the Board.
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, Eleven Madison Avenue, New York, New York 10010. Shareholders or shareholder groups submitting proposed candidates must substantiate compliance with the
requirements in the Funds By-laws at the time of submitting their proposed candidate. 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 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 1934 Act, and the rules
thereunder (including such individuals written consent to being named in the proxy statement as a nominee and to serving as a trustee (if elected)). To be considered for inclusion in the Funds proxy statement, the submission must be
delivered to or mailed and received at the principal executive offices of the Fund not later than 120 days, nor earlier than 150 days, before the first anniversary of the date on which the Fund first mailed its 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 years annual meeting, notice by such stockholder
to be timely must be so received not earlier than 150 days prior to such annual meeting and 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.
Any such submission must also be submitted by such date and contain such information as may be specified in the Funds By-laws, or as required by any relevant stock exchange listing standards.
The Fund does not have a Compensation Committee.
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REPORT OF AUDIT COMMITTEE
Pursuant to the Audit Committee Charter adopted by the Board (a copy of which is included as Appendix B to this proxy statement), the Audit
Committee is responsible for conferring with the Funds independent registered public accounting firm, reviewing annual financial statements, approving the selection of the Funds independent registered public accounting firm and
overseeing the Funds internal controls. The Funds 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 audits in accordance with standards established by the Public Company Accounting Oversight Board (United States).
The Audit Committee has met with the Funds management to discuss, among other things, the Funds audited financial statements for
the fiscal year ended October 31, 2020. The Audit Committee has also met with the Funds independent registered public accounting firm, PwC, and discussed with them certain matters required by Statement of Auditing Standards No. 114,
The Auditors Communication with those Charged with Governance, as currently modified or supplemented, including, but not limited to, the scope of the Funds audit, the Funds financial statements and the Funds accounting
controls. The Audit Committee has received from PwC the letter required by the SECs 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 its independence and has considered whether the provision of services by PwC to the Fund, Credit Suisse and its affiliates was compatible with maintaining
PwCs 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 Committees oversight does not provide an independent basis to determine that management has maintained appropriate
14
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 Committees considerations and discussions referred to above do not provide assurance that the audit of the Funds 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 Funds audited financial statements be included in the Funds 2020 Annual Report to Shareholders for the fiscal year ended October 31, 2020 and be mailed to
shareholders and filed with the SEC.
Submitted by the Audit Committee of the Funds Board of Trustees
Laura A. DeFelice
Jeffrey E.
Garten
Mahendra R. Gupta
Steven N. Rappaport
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
On June 25, 2020, the Board approved the dismissal of KPMG LLP (KPMG) as the independent registered public accounting firm for
the Fund. The Boards decision to approve the dismissal of KPMG was recommended by the Audit Committee of the Board. The reports of KPMG on the Funds financial statements as of and for the two most recent fiscal years (ended
October 31, 2019 and October 31, 2018) did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainties, audit scope or accounting principles. During the Funds two most recent
fiscal years (ended October 31, 2019 and October 31, 2018) and during the period from the end of the most recently completed fiscal year through June 25, 2020, there were no disagreements between the Fund and KPMG on any matter of
accounting principles or practices, financial statement disclosure or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of KPMG, would have caused them to make reference to the subject matter of the disagreements
in its report on the financial statements of the Fund for such periods. During the Funds two most recent fiscal years (ended October 31, 2019 and October 31, 2018) and during the period from the end the most recently completed fiscal
year through June 25, 2020, there were no reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K under the 1934 Act). The Fund previously provided KPMG with a copy of the
foregoing disclosure and requested that KPMG furnish the Fund with a letter addressed to the SEC stating whether or not it agreed with the statements made above. A copy of KPMGs letter dated June 26, 2020 was filed as Exhibit 16.1 to the
Funds Current Report on Form 8-K filed on June 29, 2020 with the SEC.
15
On June 25, 2020, upon the recommendation of the Audit Committee, the Board approved the
engagement of PwC as the independent registered public accounting firm for the Fund for the fiscal year ending October 31, 2020. It is anticipated that PwC will provide the same level of service to the Fund as was provided by KPMG. PwC has
advised the Fund that, to the best of its knowledge and belief, as of the record date, no PwC professional had any direct or material indirect ownership interest in the Fund inconsistent with independent professional standards pertaining to
accountants. It is expected that representatives of KPMG and PwC will be available by telephone at the Meeting and will have the opportunity to make a statement, if the representatives so desire, and will be available to answer any questions that
may arise.
During the Funds fiscal year ended October 31, 2019 and during the period from the end of fiscal year ended
October 31, 2019 through June 25, 2020, neither the Fund, nor anyone on its behalf consulted with PwC, on behalf of the Fund, regarding the application of accounting principles to a specified transaction (either completed or proposed), the
type of audit opinion that might be rendered on the Funds financial statements, or any matter that was either the subject of a disagreement, as defined in Item 304(a)(1)(iv) of Regulation S-K
under the 1934 Act and the instructions thereto, or a reportable event, as defined in Item 304(a)(1)(v) of Regulation S-K under the 1934 Act.
The information in the table below provides for services, all approved by the Audit Committee, rendered to the Fund by KPMG for its fiscal year
ended October 31, 2019 and by PwC for its fiscal year ended October 31, 2020.
|
|
|
|
|
|
|
|
|
|
|
2019
|
|
|
2020
|
|
|
|
|
Audit Fees
|
|
$
|
39,000
|
|
|
$
|
37,700
|
|
|
|
|
Audit-Related Fees(1)
|
|
$
|
7,465
|
|
|
$
|
0
|
|
|
|
|
Tax Fees(2)
|
|
$
|
3,420
|
|
|
$
|
4,996
|
|
|
|
|
All Other Fees
|
|
$
|
|
|
|
$
|
|
|
|
|
|
Total
|
|
$
|
49,885
|
|
|
$
|
42,696
|
|
(1)
|
Services include agreed-upon procedures in connection with the Funds semi-annual financial statements
($7,465 in 2019 to KPMG and $0 in 2020 to PwC).
|
(2)
|
Tax services in connection with the Funds excise tax calculations and review of the Funds 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
16
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 Chairpersons 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 Committees pre-approval responsibilities to other persons (other than Credit Suisse or the Funds 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 KPMG for the fiscal year ended October 31, 2019 and by PwC for the fiscal year ended October 31, 2020 for
non-audit services rendered to the Fund, Credit Suisse or Covered Service Providers for the fiscal years ended October 31, 2019 and October 31, 2020 were $0 and $0, respectively.
All of the services described above were pre-approved by the Audit Committee.
COMPENSATION
The
following table shows certain compensation information for the Trustees for the fiscal year ended October 31, 2020. All officers of the Fund are employees of and are compensated by Credit Suisse. None of the Funds 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.
|
|
|
|
|
|
|
|
|
Name of Trustee or Nominee
|
|
Aggregate Compensation
From the Fund
|
|
|
Total Compensation From Fund
and Fund Complex Paid to
Trustee or Nominee*
|
|
Non-Interested Trustees:
|
|
|
|
|
|
|
|
|
|
|
|
Laura A. DeFelice
|
|
$
|
28,500
|
|
|
$
|
144,500
|
|
|
|
|
Jeffrey E. Garten
|
|
$
|
26,500
|
|
|
$
|
140,500
|
|
|
|
|
Mahendra R. Gupta
|
|
$
|
30,500
|
|
|
$
|
156,000
|
|
|
|
|
Steven N. Rappaport
|
|
$
|
33,500
|
|
|
$
|
179,500
|
|
*
|
9 funds comprise the Fund Complex and each Trustee serves on each fund in the Fund Complex.
|
THE FUNDS BOARD OF TRUSTEES, INCLUDING THE NON-INTERESTED TRUSTEES, RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE
FUNDS NOMINEES FOR TRUSTEE.
17
ADDITIONAL INFORMATION
Beneficial Owners
Based upon the
Funds review of filings made pursuant to Section 13 of the 1934 Act, as of December 11, 2020, to the Funds knowledge the following shareholder beneficially owned over 5% of the Funds shares:
|
|
|
|
|
|
|
|
|
Name and Address
|
|
Number of Shares
Beneficially Owned
|
|
|
Percent
of
Share
Class
|
|
First Trust Advisors L.P.
120 East Liberty Drive, Suite 400
Wheaton, Illinois 60187
|
|
|
15,076,549
|
*
|
|
|
15.09
|
%
|
|
*
|
As stated in Schedule 13G/A filed with the SEC on February 10, 2020.
|
Delinquent Section 16(a) Reports
Section 16(a) of the 1934 Act and Section 30(h) of the 1940 Act require the Funds 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 Funds shares to file reports of ownership with the SEC and the Fund.
Based solely upon its review of the copies of such forms and amendments thereto filed electronically with the SEC during the fiscal year ended
October 31, 2020 and written representations received by it, the Fund believes that, for the fiscal year ended October 31, 2020, such forms were filed on a timely basis.
SHAREHOLDER PROPOSALS
Notice is hereby given that for a shareholder proposal to be considered for inclusion in the Funds proxy material relating to its 2022
annual meeting of shareholders, the shareholder proposal must be received by the Fund no earlier than July 31, 2021 and no later than August 30, 2021. 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 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 Funds 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
18
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 in compliance with the requirements in the Funds By-laws.
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, Eleven Madison
Avenue, 9th Floor, New York, New York 10010 not later than 120 days, nor earlier than 150 days, before the first anniversary of the date on which the Fund first mailed its 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 years annual meeting, notice by such shareholder to be timely must be so received not
earlier than 150 days prior to such annual meeting and 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 shareholders notice as described above.
Any such notice by a shareholder shall set forth:
|
(i) as to any business that the shareholder proposes to bring before the annual meeting,
a brief description of the business desired to be brought before the annual meeting, the text of the proposal or business (including the text of any resolutions proposed for consideration), the reasons for conducting such business at the annual
meeting and any material interest in such business of such shareholder and the beneficial owner, if any, on whose behalf the proposal is made; and
|
|
(ii) as to the shareholder giving the notice and the beneficial owner, if any, on whose
behalf the proposal is made:
|
(1) the name and address of such shareholder, as they appear on the
Funds books, and of such beneficial owner,
19
(2) the class and number of shares which are owned beneficially and of
record by such shareholder and such beneficial owner and any Person1 who has a Disclosable Relationship2 with such shareholder or beneficial
owner (Shareholder Associate),
(3) the name of each nominee holder of shares owned beneficially but
not of record by such shareholder and such beneficial owner and their respective Shareholder Associates, and the number of such shares held by each such nominee holder,
(4) a description of any agreement, arrangement or understanding (whether written or oral) with respect to the
proposal between or among such shareholder and such beneficial owner, any of their respective Shareholder Associates, and any other Person or Persons (including their names) in connection with the proposal of such business and any material interest
of such Person or any Shareholder Associate of such Person, in such business, including any anticipated benefit therefrom to such Person, or any Shareholder Associate of such Person,
(5) a description of any agreement, arrangement or understanding, whether written or oral (including any derivative or
short positions, profit interests, options, warrants, stock appreciation or similar rights, hedging transactions, and borrowed or loaned shares), that has been entered into as of the date of the shareholders notice by, or on behalf of, such
shareholder and such beneficial owners or their respective
1 Person means an individual, a corporation, a
partnership, a limited liability company, an association, a trust or any other entity or organization, including a series or portfolio of any of the foregoing, or a government or political subdivision or an agency or instrumentality thereof.
2 Disclosable Relationship with respect to another
Person means (A) the existence at any time during the current calendar year or at any time within the two most recently completed calendar years of any agreement, arrangement, understanding (whether written or oral) or practice, including sharing of
information, decisions or actions, of a Person with such other Person with respect to the Fund or shares of the Fund, (B) the beneficial ownership of securities of any Person known by such Person to beneficially own shares of the Fund and of which
such Person knows such other Person also beneficially owns any securities, (C) sharing beneficial ownership of any securities with such other Person, (D) being an immediate family member of such other Person, (E) the existence at any time during the
current calendar year or at any time within the two most recently completed calendar years of a material business or professional relationship with such other Person or with any Person of which such other Person is a holder of 5% or more of the
outstanding voting securities, officer, director, general partner, managing member or employee or (F) controlling, being controlled by or being under common control with such other Person.
20
Shareholder Associates, the effect or intent of which is to mitigate loss to, manage the risk of or benefit from Fund share price changes, or increase or decrease the voting power of, such
shareholder or such beneficial owner or their respective Shareholder Associates, with respect to shares of the Fund,
(6) a description of all commercial and professional relationships and transactions between or among such shareholder
and such beneficial owners or their respective Shareholder Associates, and any other Person or Persons known to such shareholder and such beneficial owners or their respective Shareholder Associates to have a material interest in the matter that is
the subject of such notice,
(7) the investment strategy or objective, if any, of such shareholder and such
beneficial owners and their respective Shareholder Associates that are not individuals, and a copy of the most recent prospectus, offering memorandum or similar document, if any, provided to investors or potential investors in such shareholder,
beneficial owner and each such Shareholder Associate,
(8) 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 propose such business,
(9) a representation whether the shareholder or the beneficial owner, if any, intends or is part of a group which
intends (a) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Funds outstanding shares required to approve or adopt the proposal and/or (b) otherwise to solicit proxies from shareholders in support
of such proposal, and
(10) any other information relating to such shareholder and such beneficial owner that would
be required to be disclosed in a proxy statement or other filing required to be made in connection with the solicitation of proxies by such shareholder or beneficial owner with respect to the proposed business to be brought by such Shareholder or
beneficial owner before the meeting pursuant to Section 14 of the 1934 Act and the rules and regulations promulgated thereunder, whether or not the shareholder submitting the notice intends to deliver a proxy statement or solicit proxies.
|
(iii) A shareholder providing notice of any business proposed to be brought before a
meeting of shareholders shall further update and supplement such notice, if necessary, so that the information provided or required to be provided in such notice shall be true and correct as of the record date for determining the shareholders
entitled to receive notice of the meeting of shareholders and such update and supplement shall be received by the Secretary of the Fund at the principal executive offices of the Fund not later
|
21
|
than 5 business days after the record date for determining the shareholders entitled to receive notice of the meeting of shareholders.
|
The foregoing notice requirements shall be deemed satisfied by a shareholder if the shareholder has notified the Fund of his, her or its
intention to present a proposal at a meeting in compliance with Rule 14a-8 promulgated under the 1934 Act and such shareholders proposal has been included in a proxy statement that has been prepared by the Fund to solicit proxies for such
meeting.
The Fund may exercise discretionary voting authority with respect to any shareholder proposals for the 2022 annual meeting of
shareholders not included in the proxy statement and form of proxy that 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.
Delivery of Proxy
Only one copy of this Proxy Statement may be mailed to households, even if more than one person in a household is a shareholder of record. If a
shareholder needs an additional copy of this Proxy Statement, please contact the Fund at (800) 293-1232. If any shareholder does not want the mailing of this Proxy Statement to be combined with those for other members of your household, please
contact the Fund in writing at: Eleven Madison Avenue, 9th Floor, New York, New York 10010 or call the Fund at (800) 293-1232.
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.
22
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 (Credit Suisse) 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 and evaluation 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 Committees responsibilities shall include:
the nomination of new Directors.
the valuation of the Board and its committee structure.
SECTION 2. MEMBERSHIP
|
(a)
|
The Committee for each Fund shall consist of at least three 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 Funds 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 POLICY AND RESPONSIBILITIES
|
(a)
|
In nominating candidates, the Committee will search for those highly qualified candidates who can bring to the
Board the skills, experience and judgment necessary to address the issues directors of investment companies, and of the Fund in particular, 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. The Committee is also responsible for the analyses of the appropriateness of establishing minimum shareholding levels
for Directors.
|
A-1
|
(b)
|
The Committee will consider candidates submitted by shareholders or from other sources it deems appropriate. In
order for the Committee to consider shareholder submissions, the following requirements must be satisfied regarding the candidate:
|
|
|
|
The candidate must satisfy all qualifications provided under this Charter and in the Funds organizational
documents, including qualification as a non-interested Board member.
|
|
|
|
The candidate may not be the nominating shareholder or a member of the nominating shareholder group (as defined
below).
|
|
|
|
A member of the nominating shareholder group refers to any person who: (A) at any time during the current
calendar year or at any time within the two most recently completed calendar years had any agreement, arrangement, understanding (whether written or oral) or practice, including the sharing of information, decisions or actions, with the nominating
shareholder with respect to the Fund or other investment companies or shares of the Fund or other investment companies, (B) has beneficial ownership of securities of the nominating shareholder, (C) shares beneficial ownership of any
securities with the nominating shareholder, (D) is an immediate family member of the nominating shareholder, (E) at any time during the current calendar year or at any time within the two most recently completed calendar years had a
material business or professional relationship with the nominating shareholder or with any person of which the nominating shareholder is a holder of 5% or more of the outstanding voting securities, officer, director, general partner, managing member
or employee or (F) controls, is controlled by or is under common control with the nominating shareholder.
|
|
|
|
Neither the candidate nor any member of the candidates immediate family may be currently employed or
employed within the last year by any nominating shareholder entity or entity in a nominating shareholder group.
|
|
|
|
Neither the candidate nor any immediate family member of the candidate is permitted to have accepted directly or
indirectly, during the year of the election for which the candidates name was submitted, during the immediately preceding calendar year, or during the year when the candidates name was submitted, any consulting, advisory, or other
compensatory fee from the nominating shareholder or any member of a nominating shareholder group.
|
|
|
|
The candidate may not be an executive officer, director/trustee (or person fulfilling similar functions) of the
nominating shareholder
|
A-2
|
or any member of the nominating shareholder group, or of an affiliate of the nominating shareholder or any such member of the nominating shareholder group.
|
|
|
|
The candidate may not control (as that term is defined under the 1940 Act) the nominating shareholder or any
member of the nominating shareholder group (or, in the case of a holder or member that is a fund, an interested person of such holder or member as defined by Section 2(a)(19) of the 1940 Act).
|
|
|
|
A shareholder or shareholder group may not submit for consideration a candidate who has previously been
considered by the Committee.
|
Any recommendation should be submitted to the Secretary of the relevant Fund, c/o Credit
Suisse Asset Management, LLC, Eleven Madison Avenue, New York, New York 10010. Shareholders or shareholder groups submitting proposed candidates must substantiate compliance with the above requirements at the time of submitting their proposed
candidate. 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 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 individuals written consent to being named in the proxy statement as
a nominee and to serving as a director (if elected)). In the case of a Fund holding an annual meeting of shareholders, any such submission in order to be considered for inclusion in the Funds proxy statement must be delivered to or mailed and
received at the principal executive offices of the Corporation not later than 120 days, nor earlier than 150 days, before the first anniversary of the date on which the Corporation first mailed its 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 years annual meeting, notice by such Stockholder to be timely must be
so
A-3
received not earlier than 150 days prior to such annual meeting and 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. Any such submission must also be submitted by such date and contain such information as may be specified in the Funds 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 Boards
sole authority to approve the search firms 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 (but not less frequently than annually) 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 Funds 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.
|
May 19, 2020
A-4
APPENDIX A
Credit Suisse High Yield Bond Fund
Credit Suisse Asset
Management Income Fund
A-5
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 (Credit Suisse) 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 Funds financial statements
|
|
2.
|
the independent auditors qualifications and independence
|
|
3.
|
the performance of the Funds independent auditors
|
|
4.
|
the Funds compliance with legal and regulatory requirements
|
prepare an audit committee report, if required by the SEC, to be included in the Funds annual proxy
statement, if any;
oversee the scope of the annual audit of the Funds financial statements, the
quality and objectivity of the Funds financial statements, the Funds accounting and financial reporting policies and practices and its internal controls relating thereto;
determine the selection, appointment, retention and termination of the Funds 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 Funds independent auditors and the Board.
The Funds independent auditors shall report directly to the Committee.
The primary function of the Committee is oversight. The Funds management is responsible for (i) the preparation, presentation and
integrity of the Funds 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.
B-1
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 Funds Board) and (iii) statements made by the officers and employees of the Fund,
Credit Suisse 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
Funds financial statements by the Committee 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 Committees evaluation substitute for the responsibilities
of the Funds 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 Funds 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 Funds Board in its business
judgment. Each member of the Committee must also meet the New York Stock Exchanges 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 (the 1934 Act). 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 Committees 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-2
(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 governance standards of the New York Stock Exchange (NYSE) or applicable law or, in the case of a Fund whose securities are listed on the NYSE American
(formerly known as (NYSE MKT), pursuant to the governance standards of the NYSE American;
(ii) that each Audit Committee member is financially literate and able to read and understand fundamental
financial statements, including the Funds 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 NYSE American, is financially sophisticated pursuant to NYSE American 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, retention and
termination of the Funds independent auditors (or any other public accounting firm engaged for the purposes of performing other audit, review or attest services for the Fund);
(b) to resolve any disagreements between management and the independent auditors regarding financial reporting and
to evaluate and accept the determination of independence made by the independent auditors;
(c) to pre-approve (i) all audit and permissible non-audit services1 to be provided by the independent auditors to the Fund,
and (ii) all permissible non-audit
1 The Committee is responsible for pre-approving (i) all audit and permissible
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
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 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 Chairpersons pre-approval of such services, his or her decision(s).
The Committee may also establish detailed
B-3
services to be provided by the independent auditors to Credit Suisse and any service provider to the Fund controlling, controlled by or under common control with Credit Suisse 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 Chairpersons 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 Committees
pre-approval responsibilities to other persons (other than Credit Suisse or the Funds officers);
(d) to meet with the Funds 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 and approve non-audit services being provided and proposed to be
provided; (iii) to discuss any matters of importance relating to the Funds financial statements, including any adjustments to such statements recommended by the independent auditors, or other results of said audits; (iv) to consider
the independent auditors comments communicated to the Committee with respect to the Funds financial policies, procedures and internal accounting controls and managements 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-CSR; (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
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 Committees pre-approval responsibilities to other persons (other than Credit Suisse or the Funds 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, Credit Suisse 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 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.
B-4
auditors, and, 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 Funds 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 on 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 managements response, including any restrictions on the scope of the auditors 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 review with
management in a general manner, but not assume responsibility for, the Funds processes with respect to risk assessment and risk management, and the steps taken to monitor and control such risks and exposures;
(h) to discuss generally 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 or otherwise deemed advisable) of concerns regarding questionable accounting or auditing matters pertaining to the Fund;
(j) to establish policies governing the hiring by entities within the Funds investment company complex 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 Funds independent auditors describing: (1) the audit firms 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
B-5
deal with any such issues; and (3) for the purpose of assessing the auditors independence, all relationships between the independent auditors and the Fund, as well as Credit Suisse and
any Covered Services Provider;
(l) to review and evaluate the qualifications, performance and independence of
the lead audit partner of the independent auditors on the Funds engagement;
(m) to oversee 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 Funds audited and unaudited financial statements with management and, in the
case of the audited financials, the independent auditor, including the Funds disclosure of managements discussion of Fund performance, and to recommend to the Board, as appropriate, the inclusion of the Funds audited financial
statements in the Funds annual report;
(o) to report regularly to the full Board any issues that arise
with respect to: (1) the quality or integrity of the Funds financial statements, (2) the Funds compliance with legal or regulatory requirements and (3) the performance and independence of the Funds 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; and
(p) to meet periodically with Fund management on all relevant matters, apart from the Funds 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), in separate executive sessions, with representatives of the Funds management, the Funds
independent auditors and the Funds other service providers as the members of the Committee deem necessary. 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 Funds independent auditors or other public accounting firm providing audit, review or attest services for the Fund,
(b) for payment of compensation to any advisors
B-6
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, Credit Suisse, the Funds sub-advisor(s), if any, the Funds counsel and the
Funds 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) and the Chief Financial Officer 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.
8. FOR CLOSED-END FUNDS ONLY. (a) Each Fund whose securities are
listed on the 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 Funds 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 NYSE American provides the NYSE American notice upon receipt of
a report by an executive officer of any material non-compliance with the requirements of Rule 10A-3 under the 1934 Act relating to audit committees, copies of any such
notice shall be provided to the Audit Committee of the relevant Fund.
Adopted: Effective May 19, 2020
B-7
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Meeting
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Audit Committee Action
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Full Board Action
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1st Quarter meeting (covering
4th Quarter results)
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12/31 year end Funds: discuss
results of audit [1(e)]
12/31 year end Funds: review financial statements and recommend to full boards that they be
included in each respective annual report to shareholders [1(n)]
12/31 year end Funds: Obtain auditor letter as to adequacy of internal controls
[1(d)]
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All closed-end Funds: determine ability of Audit
Committee Members to serve on multiple Audit Committees
All Funds: Audit Committee Members, determine independence and financial literacy of all,
and financial expertise of at least one. [Composition and Qualifications (b)]
12/31 year end Funds: review financial statements and approve inclusion in each respective
annual report to shareholders [1(n)]
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Meeting
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Audit Committee Action
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Full Board Action
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2nd Quarter meeting (covering
1st Quarter results)
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All Funds: undertake annual
review of the adequacy of the Audit Committee Charter [5]
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All Funds: review adequacy of Audit Committee Charter and approve any changes to Audit
Committee Charter recommended by Audit Committees [Composition and Qualifications (b)]
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Meeting
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Audit Committee Action
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Full Board Action
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3nd Quarter meeting (covering
2nd Quarter results)
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No action required
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No action required
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B-8
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Meeting
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Audit Committee Action
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Full Board Action
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4th Quarter meeting (covering 3rd Quarter
results)
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All Funds: presentation of proposed scope of audit [1(d)]
All Funds: discuss
audit fees, non-audit services and engagement letters [1(c)]
All Funds: approve independent auditors
All Funds: Review
auditor report on audit firms internal quality-control procedures, material issues, performance and independence [1(k)]
All Funds: Audit Committee self-evaluation [4]
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Special Telephonic
Meeting
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10/31 year end Funds: discuss
results of audit [1(e)]
10/31 year end Funds: review financial statements and recommend to full board that they be
included in the annual report to shareholders [1(n)]
10/31 year end Funds: Obtain auditor letter as to adequacy of internal controls
[1(d)]
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10/31 year end Funds: review financial statements and approve inclusion in the respective
annual report to shareholders [1(n)]
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B-9
APPENDIX A
Open-End Funds:
Credit Suisse Commodity Strategy Funds
Credit
Suisse Commodity Return Strategy Fund
Credit Suisse Gold and Income Strategy Fund
Credit Suisse Opportunity Funds
Credit Suisse
Floating Rate High Income Fund
Credit Suisse Managed Futures Strategy Fund
Credit Suisse Multialternative Strategy Fund
Credit Suisse Strategic Income Fund
Credit
Suisse Trust
Commodity Return Strategy Portfolio
Closed-End Funds:
Credit Suisse High Yield Bond Fund
Credit Suisse Asset
Management Income Fund
B-10
CREDIT SUISSE
HIGH YIELD BOND FUND
February 23, 2021
002CS-12817
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ANNUAL MEETING PROXY CARD
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Credit Suisse High Yield Bond Fund
Eleven Madison Avenue
New York, NY
10010