UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the
Registrant ☒
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)) |
| ☒ |
Definitive Proxy Statement |
| ☐ |
Definitive Additional Materials |
| ☐ |
Soliciting Material Pursuant to §240.14a-12 |
CREDIT SUISSE HIGH YIELD BOND FUND
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|
|
|
|
|
| ☒ |
|
No fee required. |
|
|
| ☐ |
|
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
|
|
| ☐ |
|
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. |
CREDIT SUISSE HIGH YIELD BOND FUND
Eleven Madison Avenue
New York, New York 10010
(800) 293-1232
NOTICE OF
ANNUAL MEETING OF SHAREHOLDERS
To Be Held on April 22, 2025
TO THE SHAREHOLDERS OF
CREDIT SUISSE HIGH YIELD BOND FUND:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders (the “Meeting”) of Credit Suisse High Yield Bond Fund (NYSE American:
DHY) (the “Fund”) will be held at the offices of UBS Asset Management (Americas) LLC (“UBS AM (Americas)”), Eleven Madison Avenue (between East 24th and 25th Streets), Floor 2B, New York, New York 10010, on Tuesday,
April 22, 2025, commencing at 4:00 p.m. Eastern 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 four (4) Trustees of the Fund.
This item is discussed in greater detail in the attached Proxy Statement. The Board of Trustees of
the Fund has determined that it is in the best interest of shareholders and the Fund to vote “FOR” the proposal.
The close
of business on March 13, 2025 has been fixed as the record date (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 materials are first being mailed to shareholders on or about March 20, 2025.
By Order of the Board of Trustees,
OMAR TARIQ
Chief Executive Officer and President
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AND VOTED AT
THE MEETING. ACCORDINGLY, PLEASE DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD PROMPTLY. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES. IT IS IMPORTANT THAT YOUR PROXY CARD BE RETURNED PROMPTLY IN ORDER TO AVOID THE ADDITIONAL EXPENSE OF
FURTHER SOLICITATION.
Dated: March 20, 2025
New York, New York
CREDIT SUISSE HIGH YIELD BOND FUND
Eleven Madison Avenue
New York, New York 10010
Proxy
Statement for the
Annual Meeting of Shareholders
To Be Held on Tuesday, April 22, 2025
This Proxy
Statement is furnished in connection with a solicitation of proxies by the Board of Trustees (the “Board” and each member thereof, a “Trustee”) of Credit Suisse High Yield Bond Fund (the “Fund”) for use at the Annual
Meeting of Shareholders of the Fund to be held at the offices of UBS Asset Management (Americas) LLC (“UBS AM (Americas)”), Eleven Madison Avenue (between East 24th and 25th Streets), Floor 2B, New York, New York 10010 on Tuesday,
April 22, 2025 (commencing at 4:00 p.m. Eastern 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 or personal interviews
conducted by officers or employees of the Fund; UBS AM (Americas), the investment adviser to the Fund; State Street Bank and Trust Company, the administrator of the Fund (the “Administrator”); or EQ Fund Solutions, LLC (“EQ”), a
professional proxy solicitation firm that has been retained by the Fund for a fee not to exceed $1,500 plus all reasonable out of pocket expenses (mailings, emails, and shareholder telephone calls) incurred on behalf of the Fund. All costs of
solicitation, including (a) printing and mailing of this Proxy Statement and accompanying material, (b) the reimbursement of brokerage firms and proxy solicitation firms for their expenses in forwarding solicitation material to the
beneficial owners of the Fund’s shares, (c) payment to EQ for its services in soliciting Proxies and (d) supplementary solicitations to submit Proxies, will be borne by the Fund. This Proxy Statement and accompanying Proxy are
expected to be mailed to shareholders on or about March 20, 2025.
The principal executive office of the Fund and UBS AM (Americas) is
787 Seventh Avenue, New York, New York 10019. The principal executive office of the Administrator is One Lincoln Street, Boston, Massachusetts 02111.
The Fund’s Annual Report containing audited financial statements for the fiscal year ended October 31, 2024 has previously been
furnished to all shareholders of the Fund. The Fund’s Annual Report 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. If no instructions are marked on the Proxy, the
1
Proxy will be voted “FOR” each proposal presented at the Meeting, and will be voted on any matters that may properly come before the Meeting in accordance with the judgment of the
persons named in the Proxy. Any shareholder giving a Proxy has the power to revoke it by mail (addressed to the Secretary of the Fund, c/o Credit Suisse High Yield Bond Fund, Eleven Madison Avenue, 9th Floor, New York, New York 10010), voting
again through the toll-free number or the Internet address listed in the Proxy or at the Meeting by executing a superseding Proxy or by submitting a notice of revocation. Merely attending the Meeting, however, will not revoke any previously
submitted Proxy.
The presence in person or by proxy of the holders of a majority of the shares entitled to be cast shall be necessary and
sufficient to constitute a quorum for the transaction of business. In the event that a quorum is not present at the Meeting, the holders of a majority of the shares present in person or by proxy will have the power to adjourn the Meeting, without
notice other than an announcement at the Meeting, until the requisite number of shares entitled to vote at the Meeting is present. In the event that a quorum is present at the Meeting but sufficient votes to approve the proposal are not received,
the persons named as proxies may propose one or more adjournments of the Meeting to permit further solicitation of Proxies. Any such adjournment will require the affirmative vote of a majority of those shares represented at the Meeting in person or
by proxy, and the persons named as proxies will vote those Proxies that they are entitled to vote “FOR” any proposal in favor of such adjournment and will vote those Proxies required to be voted “AGAINST” any proposal against any
such adjournment. Absent the establishment of a subsequent record date and the giving of notice to the holders of record thereon, the adjourned Meeting must take place not more than 130 days after the record date. At such adjourned Meeting, any
business may be transacted which could have been transacted at the original Meeting.
A Proxy that is properly executed and returned
accompanied by instructions to withhold authority to vote (an abstention) or that represents a broker “non-vote” (that is, a Proxy from a broker or nominee indicating that such person has not received instructions from the beneficial owner
or other person entitled to vote shares on a particular matter with respect to which the broker or nominee does not have discretionary power) will be treated as shares that are present at the Meeting, but that have not voted, for the purpose of
determining a quorum for the transacting of business. Accordingly, shareholders are urged to forward their voting instructions promptly. 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. A “plurality” vote means the candidate who receives the largest number
of votes cast (even if they receive less than a majority) will be elected as a Trustee. Since each candidate for election as a Trustee in Proposal 1 is running unopposed, each candidate only needs one vote to be elected if there is a quorum present
at the Meeting. Because abstentions and broker non-votes are not
2
treated as shares voted, any abstentions and broker non-votes would have no impact on the election.
UBS AM (Americas) 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, March 13, 2025, there
were 103,587,239 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 accordance with the rules of the Securities and Exchange Commission
(“SEC”), the Fund is advising its shareholders of the availability on the Internet of the proxy materials relating to the Meeting. These rules allow companies to provide access to proxy materials in one of two ways. Because the Fund
has elected to utilize the “full set delivery” option, the Fund is delivering to all shareholders paper copies of all of the proxy materials, as well as providing access to those proxy materials on a publicly accessible website.
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 4:00 p.m. Eastern Time on
April 22, 2025 |
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of
Shareholders of the Fund to Be Held on Tuesday, April 22, 2025. The Notice of Annual Meeting of Shareholders, Proxy Statement and the Fund’s most recent annual report are available on the Internet at www.credit-suisse.com/us. A copy of
the Fund’s annual report for its fiscal year ended October 31, 2024 is being furnished to all shareholders of the Fund along with this Proxy Statement in a combined mailing. In addition, the Fund will furnish, without charge, a copy of the
Fund’s annual report for its fiscal year ended October 31, 2024 to any Fund shareholder upon request. To request a copy, please write to the Fund c/o UBS Asset Management (Americas) LLC, Eleven Madison Avenue, 9th Floor, New York, NY
10010, or call 1-800-293-1232. You also may call for information on how to obtain directions to be able to attend the Meeting and vote virtually.
PROPOSAL 1: ELECTION OF TRUSTEES
The only proposal to be submitted at the Meeting will be the election of four (4) Trustees of the Fund to hold office for the term set forth
below and until his successor is duly 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 Fund’s investment adviser, UBS AM (Americas),
3
are referred to in this Proxy Statement as “Non-Interested Trustees”. “Interested persons” of a fund include, among others, persons who
currently have or have had certain affiliations or relationships with the fund or its investment adviser or principal underwriter. Trustees who are “interested persons” of the Fund and UBS AM (Americas) are referred to in this Proxy
Statement as “Interested Trustees.”
Pursuant to the Fund’s 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. Mahendra R. Gupta, John G. Popp, Charles W. Gerber and Lee M. Shaiman have each been nominated for election to the Board for the class and term
as set forth opposite his name below:
|
|
|
|
|
| Mahendra R. Gupta |
|
Class II |
|
Three-year term to expire at the Fund’s
2028 Annual Meeting or until his successor is duly elected and qualified. |
|
|
|
| John G. Popp |
|
Class II |
|
Three-year term to expire at the Fund’s 2028 Annual Meeting or until his successor is duly elected and qualified. |
|
|
|
| Charles W. Gerber |
|
Class III |
|
One-year term to expire at the Fund’s 2026 Annual Meeting or until his successor is duly elected and qualified. |
|
|
|
| Lee M. Shaiman |
|
Class I |
|
Two-year term to expire at the Fund’s 2027 Annual Meeting or until his successor is duly elected and qualified. |
Samantha Kappagoda is a Class III Trustee whose term will expire at the Fund’s 2026 Annual Meeting of
Shareholders or until her successor is duly elected and qualified. Laura A. DeFelice is a Class I Trustee whose term will expire at the Fund’s 2027 Annual Meeting.
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 nominee for election to the Board, Trustees whose terms of office continue
beyond the Meeting, and the principal officers of the Fund.
4
TRUSTEES/NOMINEES
|
|
|
|
|
|
|
|
|
|
|
| Name, Address, and
Year of Birth |
|
Position(s)
Held With
Fund |
|
Term of
Office* and
Length of
Time Served |
|
Principal
Occupation(s)
During
Past 5
Years |
|
Number of
Portfolios
in Fund
Complex**
Overseen
By Trustee
or Nominee
for Trustee |
|
Other
Directorships
Held By Trustee
or Nominee
for
Trustee
During Past
5 Years |
|
| Nominees for Non-Interested Trustee: |
|
|
|
|
|
|
| Charles W. Gerber
c/o UBS Asset Management (Americas) LLC
Attn: General Counsel
Eleven Madison Avenue,
New York,
New York 10010
Year of
Birth: 1955 |
|
Trustee, Nominating Committee and Audit Committee Member |
|
Trustee since 2024 |
|
Consultant, Canadian Imperial Bank of Commerce (financial services) from 2016 to present; Senior Adviser, Stoneturn Group, LLP (consulting) from 2016 to present. |
|
2**** |
|
Director, MA Holdings, Inc. (real estate management) from 2023 to present. |
|
|
|
|
|
|
| Mahendra R. Gupta
c/o UBS Asset Management (Americas) LLC
Attn: General Counsel
Eleven Madison Avenue New
York, New York 10010
Year of Birth: 1956 |
|
Trustee, Nominating Committee Member and Audit Committee Chair |
|
Trustee and Audit Committee Chair since 2019; current term ends at 2025 annual meeting |
|
Professor, Washington University in St. Louis from July 1990 to present; 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. |
|
7 |
|
Director of Caleres Inc. (footwear) from 2012 to present; Director and Chair at the Foundation of Barnes Jewish Hospital (healthcare) from 2018 to present and 2024 to present, respectively; Director of First Bank (finance) from 2023
to present; Director of ENDI Corporation (finance) from 2023 to present; Director of The Oasis Institute (not-for-profit) from 2022 to present; Director of the Consortium for Graduate Study in Management from November 2017 to 2023; Director of Koch
Development Corporation (Real Estate Developement) from 2017 to 2020; Director of the Guardian Angels of St. Louis (not-for-profit) from July 2015 to 2021. |
5
|
|
|
|
|
|
|
|
|
|
|
|
|
| Name, Address, and
Year of Birth |
|
Position(s)
Held With
Fund |
|
Term of
Office* and
Length of
Time Served |
|
Principal
Occupation(s)
During
Past 5
Years |
|
Number of
Portfolios
in Fund
Complex**
Overseen
By Trustee
or Nominee
for Trustee |
|
|
Other
Directorships
Held By Trustee
or Nominee
for
Trustee
During Past
5 Years |
|
|
|
|
|
|
| Lee M. Shaiman
c/o UBS Asset Management (Americas) LLC
Attn: General Counsel
Eleven Madison Avenue,
New York,
New York 10010
Year of
Birth: 1956 |
|
Trustee, Nominating Committee and Audit Committee Member |
|
Trustee since 2024 |
|
Executive Director, Loan Syndications and Trading Association (financial trade association) from 2018 to 2024. |
|
|
7 |
|
|
Director of Investcorp Credit Management BDC, Inc. (financial services) from 2020 to present. |
|
|
|
|
| Nominee for Interested Trustee: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| John G. Popp***
UBS Asset Management (Americas) LLC
Eleven Madison Avenue New
York, New York 10010
Year of Birth: 1956 |
|
Trustee; Chief Executive Officer and President from 2010 to 2024; Chief Investment Officer since 2024 |
|
Trustee since 2012; current term ends at the 2025 annual meeting |
|
Managing Director of UBS AM (Americas); Global Head and Chief Investment Officer of the Credit Investment Group; Associated with UBS AM (Americas) and Credit Suisse Asset Management, LLC (“Credit Suisse”) and its
predecessor since 1997; Officer of other Credit Suisse Funds. |
|
|
7 |
|
|
None. |
6
|
|
|
|
|
|
|
|
|
|
|
| Name, Address, and
Year of Birth |
|
Position(s)
Held With
Fund |
|
Term of
Office* and
Length of
Time Served |
|
Principal
Occupation(s)
During
Past 5
Years |
|
Number of
Portfolios
in Fund
Complex**
Overseen
By Trustee
or Nominee
for Trustee |
|
Other
Directorships
Held By Trustee
or Nominee
for
Trustee
During Past
5 Years |
|
| Non-Interested Trustees: |
|
|
|
|
|
|
| Laura A. DeFelice
c/o UBS Asset Management (Americas) LLC
Attn: General Counsel
Eleven Madison Avenue New
York, New York 10010
Year of Birth: 1959 |
|
Chair of the Board of Trustees, Nominating Committee and Audit Committee Member |
|
Chair of the Board since November 2023; Trustee since 2019; current term ends at the 2027 annual meeting |
|
Member of Acacia Properties LLC (multi-family and commercial real estate ownership and operation) from 2008 to present; Managing Member of Stonegate Advisors LLC (renewable energy and energy efficiency) from 2007 to present. |
|
7 |
|
Director of the Lyric Opera of Chicago (performing arts) from 2021 to present. |
7
|
|
|
|
|
|
|
|
|
|
|
| Name, Address, and
Year of Birth |
|
Position(s)
Held With
Fund |
|
Term of
Office* and
Length of
Time Served |
|
Principal
Occupation(s)
During
Past 5
Years |
|
Number of
Portfolios
in Fund
Complex**
Overseen
By Trustee
or Nominee
for Trustee |
|
Other
Directorships
Held By Trustee
or Nominee
for
Trustee
During Past
5 Years |
|
|
|
|
|
|
| Samantha Kappagoda
c/o UBS Asset Management (Americas) LLC
Attn: General Counsel
Eleven Madison Avenue New
York, New York 10010
Date of Birth: 1968 |
|
Trustee, Nominating Committee Chair and Audit Committee Member |
|
Trustee since 2023; current term ends at the 2026 annual meeting |
|
Chief Economist, Risk Economics, Inc. (Economic Analysis) from 2009 to present; Chief Data Scientist and Co-Managing Member, Numerati Partners LLC (Research & Development Technology Strategy) from 2012 to present; Affiliate of
Analysis Group Inc. (Economic Analysis) from 2023 to present. |
|
7 |
|
Member, Business Board of Governing counsel at the University of Toronto from 2024 to present; Director of Girl Scouts of Greater New York (non-profit) from 2014 to present; Visiting
Scholar, Courant Institute of Mathematical Sciences, New York University (education) from 2011 to present; Member, Senior Editorial Advisory Board Journal of Risk Finance, Emerald Publications (research) from 2005 to present; Director of Council for
Economic Education (non-profit) from 2014 to 2020. |
| * |
Subject to the Fund’s 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. |
| ** |
The “Fund Complex” (or “Credit Suisse Funds”) 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 two portfolios) and Credit Suisse Trust (which
currently consists of one portfolio). |
| *** |
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 UBS AM (Americas). |
| **** |
Mr. Gerber also serves on the advisory board of all of the open-end Credit Suisse Funds. |
8
OFFICERS WHO ARE NOT TRUSTEES
|
|
|
|
|
|
|
| Name, Address
and Year of Birth |
|
Term of Office* and
Position(s) Held
With Fund |
|
Length of
Time Served |
|
Principal Occupation(s)
During Past 5
Years |
|
|
|
|
| Omar Tariq
UBS Asset Management (Americas) LLC
Eleven Madison Avenue New
York, New York 10010
Year of Birth: 1983 |
|
Chief Executive Officer and President |
|
Since 2024 |
|
Executive Director of UBS AM (Americas) since May 2024; Director of Credit Suisse from March 2019 to May 2024; Chief Financial Officer and Treasurer of the Credit Suisse Funds from 2019 to 2024; Senior Manager of
PricewaterhouseCoopers, LLP from September 2010 to March 2019; Associated with Credit Suisse and UBS AM (Americas) since May 2019; Officer of other Credit Suisse Funds. |
|
|
|
|
| Brandi Sinkovich
UBS Asset Management (Americas) LLC
Eleven Madison Avenue New
York, New York 10010
Year of Birth: 1979 |
|
Chief Compliance Officer |
|
Since 2023 |
|
Executive Director of UBS AM (Americas) since May 2024; Director of Credit Suisse from January 2023 to May 2024; Vice President and Regulatory Counsel, Exos Financial from May 2022 to January 2023; Vice President and
Compliance Officer, Neuberger Berman from June 2019 to May 2022; Vice President, Compliance, Goldman Sachs from 2017 to 2019; Associated with Credit Suisse since January 2023; Officer of other Credit Suisse
Funds. |
9
|
|
|
|
|
|
|
| Name, Address
and Year of Birth |
|
Term of Office* and
Position(s) Held
With Fund |
|
Length of
Time Served |
|
Principal Occupation(s)
During Past 5
Years |
|
|
|
|
| Lou Anne McInnis
UBS Asset Management (Americas) LLC
Eleven Madison Avenue New
York, New York 10010
Year of Birth: 1959 |
|
Chief Legal Officer |
|
Since 2015 |
|
Executive Director of UBS AM (Americas) since May 2024; Director of Credit Suisse from April 2015 to May 2024; Counsel at DLA Piper US LLP from 2011 to April 2015; Associated with Morgan Stanley Investment Management
from 1997 to 2010; Associated with Credit Suisse and UBS AM (Americas) since April 2015; Officer of other Credit Suisse Funds. |
|
|
|
|
| Karen Regan
UBS Asset Management (Americas) LLC
Eleven Madison Avenue New
York, New York 10010
Year of Birth: 1963 |
|
Senior Vice President and Secretary |
|
Since 2010 |
|
Director of UBS AM (Americas) since May 2024; Vice President of Credit Suisse from January 2008 to May 2024; Associated with Credit Suisse and UBS AM (Americas) since December 2004; Officer of other Credit Suisse
Funds. |
|
|
|
|
| Rose Ann Bubloski
UBS Asset Management (Americas) LLC
Eleven Madison Avenue
New York,
New York 10010
Year of Birth: 1968 |
|
Chief Financial Officer and Treasurer |
|
Since 2024 |
|
Director and Senior Manager of UBS AM (Americas) since 2011; Associated with UBS AM (Americas) since March 1994; Officer of other Credit Suisse Funds. |
| * |
The current terms of office of the Fund’s officers will end at the Board’s meeting next following the
Meeting, at which meeting it is anticipated that the Board will consider electing the Fund’s officers for an additional term. |
Qualification of Board of Trustees/Nominees
The Board believes that each Trustee’s and nominee’s experience, qualifications, attributes or skills on an individual basis and in
combination with those of the other Trustees lead to the conclusion that each Trustee and nominee should serve as a Trustee. Among the attributes common to all Trustees and the nominee are their ability to review critically, evaluate, question and
discuss information provided to them, to interact effectively with the other Trustees, UBS AM
10
(Americas), 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
Trustee’s or nominee’s ability to perform his or her duties effectively may have been attained through the Trustee’s or nominee’s 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 and Chair of the Board since November 2023. 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 boards
of directors/trustees of all of the open-end Credit Suisse Funds and another closed-end fund in the Fund Complex.
Charles W.
Gerber. Mr. Gerber has been a Trustee since 2024. Mr. Gerber is a Consultant of Canadian Imperial Bank of Commerce, a Senior Adviser of Stoneturn Group, LLP, and a Director of Michael Anthony Holdings, Inc. He has over 30 years of experience in
financial services and related legal, compliance and corporate governance matters. Mr. Gerber also serves on the advisory committee of the boards of trustees of all of the open-end Credit Suisse Funds and 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 Chair 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 30 years of academic experience as a
professor of accounting and management. Mr. Gupta also serves on the boards of directors/trustees of all of the open-end Credit Suisse Funds and another closed-end fund in the Fund Complex.
Samantha Kappagoda. Ms. Kappagoda has been a Trustee since 2023 and Chair of the Nominating Committee since 2023. Ms. Kappagoda is the
Chief Economist and Co-Founder of Risk Economics, Inc. and Co-Managing Member of Numerati Partners LLC. She has over 30 years of experience as an economist. Ms. Kappagoda also serves on the boards of directors/trustees of all of the open-end
Credit Suisse Funds and another closed-end fund in the Fund Complex.
Lee M. Shaiman. Mr. Shaiman has been a Trustee since 2024. Mr.
Shaiman is a Director of Investcorp Credit Management BDC, Inc., and was the Executive
11
Director and Board Member of the Loan Syndications and Trading Association. He has 40 years of experience in the financial services industry as an investment banker, financial analyst, debt
syndicate manager and portfolio manager. Mr. Shaiman also serves on the boards of directors/trustees of all of the open-end Credit Suisse Funds and another closed-end fund in the Fund Complex.
Interested Trustee
John G. Popp.
Mr. Popp has been a Trustee since 2012. Mr. Popp is the Chief Investment Officer of the Fund and another closed-end fund in the Fund Complex. He is a Managing Director of UBS AM (Americas). He is the Global Head and Chief Investment Officer of
the Credit Investments Group. Mr. Popp has been associated with UBS AM (Americas) and 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 served from 2010 to 2024 as Chief Executive Officer and President of all of the funds in the Fund Complex.
Specific details regarding each Trustee’s and nominee’s 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.
|
|
|
|
|
|
|
|
|
| Name of Trustee or Nominee |
|
Dollar Range
of Equity Securities
in the Fund*(1)(2) |
|
|
Aggregate Dollar Range of
Equity Securities in
All
Funds Overseen by Trustee
or Nominee in Credit Suisse
Family of Investment
Companies*(1)(3) |
|
| Nominees for Non-Interested Trustee: |
|
|
|
|
|
|
|
|
| Charles W. Gerber |
|
|
A |
|
|
|
C |
|
| Mahendra R. Gupta |
|
|
A |
|
|
|
E |
|
| Lee M. Shaiman |
|
|
A |
|
|
|
A |
|
|
|
|
| Non-Interested Trustees: |
|
|
|
|
|
|
|
|
| Laura A. DeFelice |
|
|
E |
|
|
|
E |
|
| Samantha Kappagoda |
|
|
A |
|
|
|
A |
|
|
|
|
| Nominee for Interested Trustee: |
|
|
|
|
|
|
|
|
|
|
|
| John G. Popp |
|
|
D |
|
|
|
E |
|
12
| (1) |
This information has been furnished by each Trustee as of February 28, 2025. “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”). |
| (2) |
The Fund’s Trustees and officers, in the aggregate, own less than 1% of the Fund’s outstanding equity
securities. |
| (3) |
“Credit Suisse Family of Investment Companies” means those registered investment companies that share
UBS AM (Americas) as their investment adviser and that hold themselves out to investors as related companies for purposes of investment and investor services. |
As of February 28, 2025, none of the nominees for election to the Board, the Non-Interested Trustees or their immediate family members owned
beneficially or of record any class of securities in UBS AM (Americas) or in a person (other than a registered investment company) directly or indirectly controlling, controlled by or under common control with UBS AM (Americas).
During the fiscal year ended October 31, 2024, each Non-Interested Trustee received an annual fee of $23,100 and $2,100 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 Fund’s Board meetings. During the fiscal year ended December 31, 2024, the Chair of the Board received an additional
annual fee of $4,764 and the Audit Committee Chair received an additional annual fee of $2,609. The Nominating Committee Chair received an additional annual fee of $1,072. The total remuneration paid by the Fund during the fiscal year ended
October 31, 2024 to all such Non-Interested Trustees was $154,050. Effective January 1, 2025, each Trustee will receive an annual retainer of $70,560 for four quarterly meetings and one special meeting.
During the fiscal year ended October 31, 2024, the Board convened eleven 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
UBS AM (Americas) to manage the Fund on a day-to-day basis. The Board is responsible for overseeing UBS AM (Americas) 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 Fund’s charter. The Board is currently composed of five members, each of whom, other than Mr. Popp, is a Non-Interested Trustee. The Board meets at regularly scheduled quarterly meetings each year. In
addition, the Board may hold special 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
13
responsibilities. The Non-Interested Trustees have also engaged independent legal counsel to assist them in performing their oversight responsibilities.
The Board has appointed Laura DeFelice, a Non-Interested Trustee, to serve in the role of Chair. The Chair’s role is to preside at
all meetings of the Board and to act as a liaison with UBS AM (Americas), counsel and other Trustees generally between meetings. The Chair serves as a key point person for dealings between management and the Trustees. The Chair may also perform such
other functions as may be delegated by the Board from time to time. The Board reviews matters related to its leadership structure annually. The Board has determined that the Board’s 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 Board’s 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 UBS AM (Americas) and other service providers
(depending on the nature of the risk), which carry out the Fund’s investment management and business affairs. UBS AM (Americas) 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 UBS AM (Americas) 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, UBS AM (Americas), the Fund’s Chief Compliance Officer,
the Fund’s 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 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 NYSE American, LLC, formerly known as NYSE MKT, LLC (the “NYSE American”)). The Audit Committee convened six times during
the fiscal year ended October 31, 2024. 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 Fund’s Nominating Committee, which is composed of Trustees who are not
interested persons of the Fund and who are independent (as such term is defined by the listing standards of
14
NYSE American). The Nominating Committee met six times during the fiscal year ended October 31, 2024. At a meeting of the Nominating Committee held on February 11, 2025, the Nominating
Committee nominated Mahendra R. Gupta and John G. Popp for election at the Meeting to each serve a three-year term, Lee M. Shaiman for election at the Meeting to serve a two-year term and Charles W. Gerber for election at the Meeting to
serve a one-year term. The Nominating Committee selects and nominates new Trustees. The Board has adopted a Nominating Committee Charter (a copy of which was included as Appendix A to the Fund’s proxy statement dated March 20, 2024). 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. With respect to diversity, the Nominating Committee considers whether a candidate’s 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 UBS Asset Management (Americas) LLC, Eleven Madison Avenue, 9th Floor, New York, New York 10010. Shareholders or shareholder groups submitting proposed candidates must substantiate compliance
with the requirements in the Fund’s 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 individual’s 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 Fund’s 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
15
from the first anniversary of the preceding year’s 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 Fund’s By-laws, or as required by any relevant stock exchange listing standards.
The Fund does not have a Compensation Committee.
OTHER BOARD-RELATED MATTERS
Shareholders who wish to send communications to the Board should send them to the address of the Fund and to the attention of the Board c/o the
Secretary of the Fund. 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 was included as Appendix B to the Fund’s proxy statement
dated March 20, 2024), 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
Ernst & Young LLP (“EY”) to the Fund and to UBS AM (Americas) 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 Fund’s management to discuss, among other things, the Fund’s audited financial statements for
the fiscal year ended October 31, 2024. The Audit Committee has also met with the Fund’s independent registered public accounting firm, EY, and discussed with them certain matters required by Statement of Auditing Standards No. 114,
The Auditor’s Communication with those Charged with Governance, as currently modified or supplemented, including, but not limited to, the scope of the Fund’s audit, the Fund’s financial statements and the Fund’s accounting
controls. The Audit Committee has received from EY the letter required by the SEC’s independence rules describing any relationships between it and the Fund, UBS AM (Americas) 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 EY its independence and
16
has considered whether the provision of services by EY to the Fund, UBS AM (Americas) and its affiliates was compatible with maintaining EY’s independence.
The members of the Audit Committee are not professionally engaged in the practice of auditing or accounting and are not employed by the Fund
for accounting, financial management or internal control. Moreover, the Audit Committee relies on and makes no independent verification of the facts presented to it or representations made by management or the independent registered public
accounting firm. Accordingly, the Audit Committee’s oversight does not provide an independent basis 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 2024 Annual Report to Shareholders for the fiscal year ended October 31, 2024 and be mailed to shareholders and filed with the SEC.
Submitted by the Audit Committee of the Fund’s Board of Trustees
Laura A. DeFelice
Charles W.
Gerber
Mahendra R. Gupta
Samantha Kappagoda
Lee M. Shaiman
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
On April 23, 2024, the Fund’s Board approved the dismissal of PricewaterhouseCoopers LLP (“PwC”) as the independent registered
public accounting firm for the Fund, due to PwC’s ceasing to be deemed an independent registered public accounting firm with respect to the Fund after April 30, 2024. The Board’s decision to approve the dismissal of PwC was recommended by
the Audit Committee of the Board. PwC’s reports on the Fund’s financial statements for the fiscal periods ended October 31, 2023 and October 31, 2022 contained no adverse opinion or disclaimer of opinion nor were they qualified or modified
as to uncertainty, audit scope or accounting principle. During the Fund’s fiscal periods ended October 31, 2023 and October 31, 2022 and the subsequent interim period through April 23, 2024, (i) there were no disagreements with PwC on
any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of PwC, would have caused them to make reference to the subject matter of the
disagreements in con-
17
nection with their reports on the Fund’s financial statements for such periods, and (ii) there were no “reportable events” of the kind described in Item 304(a)(1)(v) of
Regulation S-K under the Securities Exchange Act of 1934, as amended.
Effective June 19, 2024, Ernst & Young LLP
(“EY”) was engaged as the independent registered public accounting firm following the recommendation of the Audit Committee of the Fund’s Board and approval by the Fund’s Board for the fiscal year ending October 31, 2024.
During the Fund’s fiscal periods ended October 31, 2023 and October 31, 2022 and the subsequent interim period through June 19, 2024, neither the Fund, nor anyone on its behalf, consulted with EY on items which:
(i) concerned the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Fund’s financial statements; or (ii) concerned the subject of
a disagreement (as defined in paragraph (a)(1)(iv) of Item 304 of Regulation S-K) or reportable events (as described in paragraph (a)(1)(v) of said Item 304).
At a meeting held on April 23, 2024, the Fund’s Audit Committee approved the selection of EY as the Fund’s independent
registered public accounting firm for the fiscal year ending October 31, 2024, EY has been the Fund’s independent registered public accounting firm since June 19, 2024, and has informed the Fund that it has no material direct or
indirect financial interest in the Fund. A representative of EY 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 showing the amount of fees billed to the Fund
during the registrant’s last two fiscal years by PwC and EY. For the engagement with PwC and EY, the Audit Committee approved in advance all audit services and non-audit services that PwC and EY provided
to the Fund for its fiscal years ended October 31, 2023 and October 31, 2024, respectively.
|
|
|
|
|
|
|
|
|
| |
|
2023 |
|
|
2024 |
|
|
|
|
| Audit Fees |
|
$ |
43,700 |
|
|
$ |
43,700 |
|
|
|
|
| Audit-Related Fees |
|
$ |
0 |
|
|
|
— |
|
|
|
|
| Tax Fees(1) |
|
$ |
4,500 |
|
|
|
— |
|
|
|
|
| All Other Fees |
|
$ |
— |
|
|
|
— |
|
|
|
|
| Total |
|
$ |
48,200 |
|
|
$ |
43,700 |
|
| (1) |
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 UBS AM (Americas) and any service provider to the
Fund controlling, controlled by or under common control with
18
UBS AM (Americas) that provided ongoing services to the Fund (“Covered Services Provider”), if the engagement relates directly to the operations and financial reporting of the Fund. The
Audit Committee may delegate its responsibility to pre-approve any such audit and permissible non-audit services to the Chairperson of the Audit Committee, and the Chairperson shall report to the Audit Committee, at its next regularly scheduled
meeting after the Chairperson’s pre-approval of such services, his or her decision(s). The Audit Committee may also establish detailed pre-approval policies and procedures for pre-approval of such services in accordance with applicable laws,
including the delegation of some or all of the Audit Committee’s pre-approval responsibilities to other persons (other than UBS AM (Americas) 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, UBS AM (Americas) 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 for the fiscal years ended October 31, 2023 by PwC and October 31, 2024 by EY for non-audit services rendered to the Fund, UBS AM (Americas) or Covered Service Providers 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, 2024. All officers of the Fund are employees of and are compensated by UBS AM (Americas). None of the Fund’s executive officers
or Trustees who are also officers or directors of UBS AM (Americas) received any compensation from the Fund for such period. The Fund has no bonus, profit sharing, pension or retirement plans.
|
|
|
|
|
|
|
|
|
| Name of Trustee |
|
Aggregate Compensation
From the Fund |
|
|
Total Compensation From Fund
and Fund Complex Paid to
Trustee or Nominee* |
|
| Non-Interested Trustees: |
|
|
|
|
|
|
|
|
|
|
|
| Laura A. DeFelice |
|
$ |
38,688 |
|
|
$ |
216,438 |
|
|
|
|
| Mahendra R. Gupta |
|
$ |
37,725 |
|
|
$ |
207,075 |
|
|
|
|
| Samantha Kappagoda |
|
$ |
35,625 |
|
|
$ |
213,110 |
|
|
|
|
| Steven N. Rappaport** |
|
$ |
37,813 |
|
|
$ |
210,313 |
|
|
|
|
| Charles W. Gerber*** |
|
$ |
2,100 |
|
|
$ |
18,257 |
|
|
|
|
| Lee M. Shaiman*** |
|
$ |
2,100 |
|
|
$ |
18,257 |
|
19
| * |
7 funds comprise the Fund Complex and each Trustee serves as a director/trustee on the board of each fund in the
Fund Complex. |
| ** |
Mr. Rappaport retired as a Trustee effective December 31, 2024. |
| *** |
Messrs. Gerber and Shaiman were each appointed as a Trustee of the Fund effective August 13, 2024.
|
THE FUND’S BOARD OF TRUSTEES, INCLUDING THE NON-INTERESTED TRUSTEES, RECOMMENDS THAT THE SHAREHOLDERS VOTE “FOR” THE
FUND’S NOMINEES FOR TRUSTEE.
ADDITIONAL INFORMATION
Beneficial Owners
Based upon the
Fund’s review of filings made pursuant to Section 13 of the 1934 Act, as of March 14, 2025, to the Fund’s knowledge the following shareholder beneficially owned over 5% of the Fund’s 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 |
|
|
23,554,870 |
* |
|
|
22.74 |
% |
| * |
As stated in Schedule 13G/A filed with the SEC on January 24, 2025, First Trust Portfolios L.P., First Trust
Advisors L.P. and the Charger Corporation share beneficial ownership of 123,554,879 Shares, or 22.74% of the common stock. |
Delinquent
Section 16(a) Reports
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 and amendments thereto filed electronically with the SEC during the fiscal year
ended October 31, 2024 and written representations received by it, the Fund believes that, for the fiscal year ended October 31, 2024, 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 Fund’s proxy materials relating to its 2026
annual meeting of shareholders, pursuant to Rule 14a-8 under the 1934 Act, the shareholder must deliver the proposal to the offices of the Fund by November 20, 2025. In the event the Fund moves the date of its 2026 annual shareholder
meeting by more than 30 days from the anniversary of its 2025 annual shareholder meeting, shareholder submissions of proposals for inclusion in the Fund’s proxy statement and proxy
20
card for the 2026 annual shareholder meeting pursuant to Rule 14a-8 under the Exchange Act must be delivered to the Fund at a reasonable time before the Fund begins to print and send its proxy
materials in connection with the 2026 annual shareholder meeting. Under Rule 14a-8, a shareholder proposal, including any accompanying supporting statement, may not exceed 500 words. Additionally, a
shareholder desiring to submit a proposal must be: (i) 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 three years, (ii) a record or beneficial owner of Shares with
a market value of at least $15,000 and must have held such Shares for at least two years, or (iii) a record or beneficial owner of Shares with a market value of at least $25,000 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.
Shareholders who do not wish to submit a proposal for inclusion in the Fund’s proxy materials relating to its 2026
annual meeting of shareholders pursuant to Rule 14a-8 under the 1934 Act may submit a proposal to be considered for inclusion in the Fund’s proxy materials relating to its 2026 annual meeting of shareholders in accordance with the
Fund’s By-laws. Such shareholder proposal must be received by the Fund no earlier than October 21, 2025 and no later than November 20, 2025, assuming that the 2026 annual meeting of shareholders is held within 30 days of April 22, 2026.
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 in compliance with the requirements in the Fund’s 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 UBS Asset Management (Americas) 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 year’s annual meeting, notice by such shareholder to be timely must be
so
21
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 shareholder’s 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 Fund’s books, and of
such beneficial owner,
(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”),
22
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.
(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 shareholder’s notice by, or on behalf of, such shareholder and
such beneficial owners or their respective 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 Fund’s outstanding shares required to approve or adopt the pro-
23
posal 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 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 shareholder’s 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 2026 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
24
(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.
25
CREDIT SUISSE
HIGH YIELD BOND FUND
April 22, 2025
002CS-12817
ANNUAL MEETING PROXY CARD
Credit Suisse High Yield Bond Fund
Eleven Madison Avenue
Floor 2B
New York, NY 10010
THIS PROXY
IS SOLICITED ON BEHALF OF THE BOARD OF CREDIT SUISSE HIGH YIELD BOND FUND
The undersigned hereby appoints Omar Tariq and Karen Regan, each with the full
power of substitution, and hereby authorizes them to represent and vote, as designated below 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 UBS Asset Management (Americas) LLC, Eleven Madison Avenue, Floor 2B, New York, NY
10010, on April 22, 2025 at 4:00 p.m. Eastern Time.
This proxy when properly executed will be voted in the manner directed therein by the
undersigned shareholder. If no direction is made, this proxy will be voted as recommended by the Board of Trustees in favor of the Board’s nominees for Trustee named below.
In their discretion, the proxies are authorized to vote upon such other business as may properly be presented to the meeting or any adjournments,
postponements, continuations, or reschedulings thereof.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
YOUR SIGNATURE IS REQUIRED FOR YOUR VOTE TO BE COUNTED. Please sign this proxy exactly as your name or names appear hereon. Each joint owner should sign. Trustees and
other fiduciaries should indicate the capacity in which they sign. If a corporation, partnership or other entity, this signature should be that of a duly authorized individual who should state his or her title. |
|
|
|
|
Signature
|
|
Date
|
|
|
|
|
Signature (if held jointly)
|
|
Date |
|
|
|
|
Title if a corporation, partnership or other entity
|
p PLEASE FOLD
HERE p
PLEASE VOTE, DATE AND SIGN BELOW AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.
TO VOTE, MARK ONE BOX IN BLUE OR BLACK INK. Example: ⬛
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR ALL THE NOMINEES LISTED.
|
|
|
|
|
|
|
|
|
|
|
|
|
For |
|
Withhold |
|
|
|
|
|
|
| Mahendra R. Gupta |
|
☐ |
|
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
| John G. Popp |
|
☐ |
|
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
| Lee M. Shaiman |
|
☐ |
|
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
| Charles W. Gerber |
|
☐ |
|
☐ |
|
|
|
|
|
|
Mahendra R. Gupta and John G. Popp are each being nominated to serve a three-year term, Lee M. Shaiman is being nominated to
serve a two-year term and Charles W. Gerber is being nominated to serve a one-year term.
|
|
|
|
|
| MAILID: |
|
“Scanner Bar Code” |
|
CUSIP: 22544F103 |
Credit Suisse High Yield (AMEX:DHY)
Historical Stock Chart
From Jun 2025 to Jul 2025
Credit Suisse High Yield (AMEX:DHY)
Historical Stock Chart
From Jul 2024 to Jul 2025
