SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF
THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-12
CREDIT SUISSE MUNICIPAL BOND FUND, INC.
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(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction
applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how it
was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date of
its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
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CREDIT SUISSE MUNICIPAL BOND FUND, INC.
466 LEXINGTON AVENUE
16TH FLOOR
NEW YORK, NEW YORK 10017
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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
AUGUST 15, 2003
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TO THE SHAREHOLDERS OF CREDIT SUISSE MUNICIPAL BOND FUND, INC.:
Please take notice that a Special Meeting of Shareholders (the
"Special Meeting") of Credit Suisse Municipal Bond Fund, Inc. (the "Fund") will
be held at the offices of Credit Suisse Asset Management, LLC (the "Adviser"),
466 Lexington Avenue, 16th Floor, New York, NY 10017, on August 15, 2003, at
1:00 p.m., Eastern time, for the following purposes:
1. To consider and act upon a proposal to liquidate, dissolve and
terminate the Fund in accordance with the Plan of Liquidation,
Dissolution and Termination (the "Plan") adopted by the Board of
Directors (the "Board"); and
2. To transact such other business as may properly come before the
Special Meeting.
The Board has unanimously determined that a complete
liquidation is in the best interests of the Fund and its shareholders. As of
____, 2003 the Fund had approximately $14.6 million in net assets, and the Board
has concluded that the continued operation of the Fund at this size is not
economically feasible or in the best interests of the Fund or its shareholders.
The Board has also determined that it is improbable that sales of the Fund's
shares can be increased to raise assets to a more viable level.
We strongly urge you to approve the Plan at this time. Subject
to receipt of the requisite shareholder approval, shareholders remaining in the
Fund will receive a NAV Liquidation Distribution on or about August 20, 2003.
The proposal is discussed in greater detail in the attached
proxy statement. Holders of record of shares of the Fund at the close of
business on May 30, 2003 are entitled to vote at the Special Meeting and at any
adjournments thereof:
o By mail, with the enclosed proxy card;
o By telephone, with a toll-free call to the telephone number that
appears on your proxy card;
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o Through the Internet, by using the Internet address located on
your proxy card and following the instructions on the site; or
o In person at the meeting.
In the event that the necessary quorum to transact business or
the vote required to approve or reject the proposal is not obtained at the
Special Meeting, the persons named as proxies may propose one or more
adjournments of the Special Meeting in accordance with applicable law, to permit
further solicitation of proxies. Any such adjournment will require the
affirmative vote of the holders of a majority of the Fund's shares present in
person or by proxy at the Special Meeting. The persons named as proxies will
vote in favor of such adjournment those proxies which they are entitled to vote
in favor and will vote against any such adjournment those proxies to be voted
against the proposal.
We encourage you to vote by completing and returning your
proxy card, by telephone or through the Internet. These voting methods will
reduce the time and costs associated with the proxy solicitation. Whichever
method you choose, please read the full text of the proxy statement before your
vote.
By order of the Board of Directors,
Hal Liebes
Secretary
June 13, 2003
WHETHER OR NOT YOU EXPECT TO ATTEND THE SPECIAL MEETING, PLEASE SIGN AND
PROMPTLY RETURN THE ENCLOSED PROXY OR SUBMIT YOUR PROXY BY PHONE OR OVER THE
INTERNET. IN ORDER TO AVOID THE ADDITIONAL EXPENSE OF FURTHER SOLICITATION, WE
ASK YOUR COOPERATION IN SUBMITTING YOUR PROXY PROMPTLY.
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CREDIT SUISSE MUNICIPAL BOND FUND, INC.
466 Lexington Avenue
16th Floor
New York, New York 10017
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Proxy Statement for the
Special Meeting of Shareholders
To Be Held on August 15, 2003
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This proxy statement (the "Proxy Statement") is furnished in
connection with the solicitation of proxies by the Board of Directors (the
"Board") of Credit Suisse Municipal Bond Fund, Inc. (the "Fund") for use at a
Special Meeting of Shareholders to be held at the offices of Credit Suisse Asset
Management, LLC ("CSAM" or the "Adviser"), 466 Lexington Avenue, 16th Floor, New
York, NY 10017, on August 15, 2003 at 1:00 p.m., Eastern time, and at any and
all adjournments thereof (the "Special Meeting").
This Proxy Statement, the Notice of Special Meeting and the
proxy cards are first being mailed to shareholders on or about June 13, 2003 or
as soon as practicable thereafter. Any shareholder giving a proxy has the power
to revoke it on the Internet, by telephone, by mail (addressed to Hal Liebes,
Secretary of the Credit Suisse Municipal Bond Fund, Inc., c/o Credit Suisse
Asset Management, LLC, 466 Lexington Avenue, New York, NY 10017), in person at
the Special Meeting, by executing a superseding proxy or by submitting a notice
of revocation. All properly executed proxies received in time for the Special
Meeting will be voted as specified in the proxy or, if no specification is made,
in favor of the proposal referred to in the Proxy Statement.
CSAM's principal executive office is 466 Lexington Avenue,
16th Floor, New York, New York 10017. CSAMSI and State Street Bank & Trust
Company ("State Street") serve as co-administrators to the Fund pursuant to
separate written agreements with the Fund. CSAMSI's principal business address
is 466 Lexington Avenue, New York, New York 10017. The principal business
address of State Street is 225 Franklin Street, Boston, Massachusetts 02110.
The Fund sends unaudited semi-annual and audited annual
reports to its shareholders, including a list of investments held. The Fund will
furnish, without charge, a copy of its most recent annual report and any more
recent semi-annual report, upon written request to the Fund at P.O. Box 55030,
Boston, MA 02205-5030, or by calling 1-800-927-2874 or at the Fund's website at
www.csam-americas.com.
The presence at the Special Meeting, in person or by proxy, of
the holders of one-third of the shares entitled to be cast of the Fund shall be
necessary and sufficient to constitute a quorum for the transaction of business.
In the event that the necessary quorum to transact business or the vote required
to approve or reject the proposal is not obtained at the Special
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Meeting, the persons named as proxies may propose one or more adjournments of
the Special Meeting in accordance with applicable law to permit further
solicitation of proxies to receive the vote necessary for its passage or to
obtain a quorum. Any such adjournment will require the affirmative vote of the
holders of a majority of the Fund's shares present in person or by proxy at the
Special Meeting. The persons named as proxies will vote in favor of such
adjournment those proxies which they are entitled to vote in favor for the
proposal and will vote against any such adjournment those proxies to be voted
against the proposal. For purposes of determining the presence of a quorum for
transacting business at the Special Meeting, abstentions and broker non-votes
will be treated as shares that are present but which have not been voted. Broker
non-votes are proxies received from brokers or nominees when the broker or
nominee has neither received instructions from the beneficial owner or other
persons entitled to vote nor has discretionary power to vote on a particular
matter. Accordingly, shareholders are urged to forward their voting instructions
promptly. Abstentions and broker non-votes will have the effect of a vote
"AGAINST" the proposal for purposes of tabulating votes necessary for the
proposal's approval.
The Board voted unanimously to approve the Plan on May 20,
2003. Consequently, approval of the proposal to liquidate, dissolve and
terminate the Fund as set forth in the Plan adopted by the Board will require
the affirmative vote of the majority of the Fund's outstanding shares.
If the enclosed Proxy is properly executed and returned in
time to be voted at the Special 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 Proxy will be voted "FOR" the approval
of the Plan, and in accordance with the judgment of the persons appointed as
proxies upon any other matters that may properly come before the Special Meeting
and that are deemed appropriate. Any shareholder giving a Proxy has the right to
attend the Special Meeting to vote his or her shares in person (thereby revoking
any prior Proxy) and also the right to revoke the Proxy at any time by written
notice received by the Fund prior to the time it is voted.
The Fund has two classes of shares of capital stock, par value
$0.001 per share (the "Shares"). On the record date, May 30, 2003, there were
_________ Shares outstanding. Each Share is entitled to one vote at the Meeting
and fractional Shares are entitled to proportionate shares of one vote.
APPROVAL OF THE LIQUIDATION, DISSOLUTION AND TERMINATION OF THE FUND
THE LIQUIDATION IN GENERAL
The Fund proposes to liquidate the assets and dissolve the
Fund pursuant to the provisions of the Plan as approved by the Board on May 20,
2003, when the Board determined that an orderly liquidation of the Fund's assets
was in the best interests of the Fund and its shareholders. The Plan provides
for the complete liquidation of all of the assets of the Fund. If the Plan is
approved by the requisite shareholder vote, CSAM will undertake to liquidate the
Fund's assets at market prices and on such terms and conditions as CSAM shall
determine to be reasonable and in the best interests of the Fund and its
shareholders.
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In the event the Plan is not approved by the requisite
shareholder vote, the Board will consider what other action should be taken,
which could include resoliciting shareholders.
REASONS FOR THE LIQUIDATION
The Fund is an open-end investment management company
organized as a Maryland corporation on July 31, 1998. As of May 30, 2003, the
Fund's net assets were approximately $____ million.
At a meeting of the Board held on May 20, 2003, the Board was
advised by CSAM that the continued operation of the Fund was not economically
feasible or in the best interests of the Fund or its shareholders considering
all relevant factors, including, without limitation:
1. Formed to serve the high net worth clients of BEA
Associates, CSAM's predecessor, the Fund has been unable to attract additional
investors in order to attain a level of assets that would enable it to absorb
all of the expenses of its operations and offer a competitive return.
2. The Fund's performance has been augmented by voluntary fee
waivers and expense reimbursements by CSAM, which CSAM is under no obligation to
continue. CSAM is presently waiving its entire advisory fee as well as
reimbursing the Fund for other expenses equaling an additional 0.94% of
average net assets. The Fund's returns without these waivers and reimbursements
would likely make the Fund unattractive to new investors.
3. The Fund's distributor has limited distribution capability
in the markets in which the Fund would be marketed profitably.
CSAM requested that the Board consider the liquidation of the
Fund pursuant to the Plan attached to this Proxy Statement as Exhibit A.
The Board acknowledged that CSAM has voluntarily waived [all]
of its advisory fees since it assumed investment advisory responsibilities with
respect to the Fund, and, in addition, CSAM has been reimbursing a substantial
part of the Fund's expenses during the same period. The Fund's total return for
the one-year period ended April 30, 2003 for its Common Share Class was 8.10%
(6.45% without waivers) and for its Class A Shares, it was 4.91% (3.96% without
waivers). The Fund's 30-day yield as of April 30, 2003 for its Common Shares
Class was 2.78% (1.48% without waivers) and for its Class A Shares, it was 2.67%
(1.38% without waivers). The Board recognized that, absent fee waivers and
expense reimbursements, the Fund's returns would likely make the Fund
unattractive to new investors and that CSAM is under no obligation to continue
fee waivers and expense reimbursements. Based upon CSAM's presentation and
recommendation and other relevant factors, the Board concluded that a
liquidation of the Fund was in the best interests of the Fund and its
shareholders. See "Federal Income Tax Consequences" below.
The Board, including all of the directors who are not
"interested persons" of the Fund, as that term is defined in the Investment
Company Act of 1940, as amended (the "1940 Act"), then unanimously adopted
resolutions approving the Plan, declaring the proposed liquidation and
dissolution advisable and directing that it be submitted to the shareholders for
consideration. CSAM will bear all costs associated with the liquidation of the
Fund (other than brokerage costs, taxes and extraordinary expenses).
The liquidation of the assets and termination of the Fund will
have the effect of permitting the Fund's shareholders to invest the
distributions to be received by them upon the Fund's liquidation in investment
vehicles of their own choice. Investors who desire the
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continued use of a managed investment such as a mutual fund may obtain
prospectuses for other Credit Suisse Funds by calling 1-800-927-2874.
In the event that the shareholders do not approve the Plan,
the Board will continue to search for other alternatives for the Fund, which
could include resoliciting shareholders.
PLAN OF DISSOLUTION, LIQUIDATION AND TERMINATION OF THE FUND
The Plan provides for the complete liquidation of all of the
assets of the Fund. If the Plan is approved, CSAM will undertake to liquidate
the Fund's assets at market prices and on such terms and conditions as CSAM
shall determine to be reasonable and in the best interests of the Fund and its
shareholders.
LIQUIDATION VALUE
If the Plan is adopted by the Fund's shareholders at the
Special Meeting, as soon as practicable after the consummation of the sale of
all of the Fund's portfolio securities and the payment of all of the Fund's
known liabilities and obligations, each Fund shareholder will receive a
distribution in an amount equal to the net asset value per share, as determined
in accordance with the Fund's current registration statement (the "NAV
Liquidation Distribution"). Shareholders may also receive previously declared
and unpaid dividends and distributions, together with the NAV Liquidation
Distribution, with respect to each of the shareholder's shares of the Fund.
The Fund will pay the NAV Liquidation Distribution and any
capital gain or dividend distribution on the Liquidation Date (as defined
below). The amount of these distributions actually paid will vary depending on a
number of factors, such as changes in value of the Fund's holdings and net
redemptions of Fund shares. If determined as of April 30, 2003, the Fund would
have made a NAV Liquidation Distribution of $14.72 per share, a capital gain
distribution of $0.06 per share and a dividend distribution of $0.04 per share.
FEDERAL INCOME TAX CONSEQUENCES
The following summary provides general information with regard
to the federal income tax consequences to shareholders on receipt of the NAV
Liquidation Distribution from the Fund pursuant to the provisions of the Plan.
This summary also discusses the effect of federal income tax provisions on the
Fund resulting from its liquidation and dissolution; however, the Fund has not
sought a ruling from the Internal Revenue Service with respect to the
liquidation of the Fund. This summary is based on the tax laws and regulations
in effect on the date of this Proxy Statement, all of which are subject to
change by legislative or administrative action, possibly with retroactive
effect.
This summary does not address the particular federal income
tax consequences which may apply to certain shareholders such as trusts,
estates, non-resident aliens or other foreign investors. This summary does not
address state or local tax consequences. The tax consequences discussed herein
may affect shareholders differently depending on their particular tax situations
unrelated to the NAV Liquidation Distribution, and accordingly, this summary is
not a substitute for careful tax planning on an individual basis. SHAREHOLDERS
SHOULD CONSULT
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THEIR PERSONAL TAX ADVISERS CONCERNING THEIR PARTICULAR TAX SITUATIONS AND THE
IMPACT THEREON OF RECEIVING THE NAV LIQUIDATION DISTRIBUTION AS DISCUSSED
HEREIN. The receipt of the NAV Liquidation Distribution may result in tax
consequences that are unanticipated by shareholders.
The NAV Liquidation Distribution received by a U.S.
Shareholder (i.e., a Fund shareholder who is subject to United States federal
taxation on a net income basis) may consist of three elements: (i) a capital
gain dividend to the extent of any net long-term capital gains recognized by the
Fund during its final tax year; (ii) an income dividend to the extent the amount
of the Fund's investment income and net short-term capital gains earned during
its final tax year that have not previously been distributed exceed the Fund's
expenses for the year; and (iii) a distribution treated as payment for the U.S.
Shareholder's shares (together, the "NAV Liquidation Distribution"). The portion
of the distribution described in clause (ii) allocable to exempt interest should
be an exempt-interest dividend to the Shareholders, if so designated by the
Fund.
The composition of the actual NAV Liquidation Distribution may
vary due to changes in market conditions and the composition of the Fund's
portfolio at the time its assets are sold. Prior to the last day of the Fund's
final taxable year, the Fund's Board must authorize any capital gain dividend
and income dividend to be distributed as part of the NAV Liquidation
Distribution. Within 60 days after the close of the Fund's final taxable
year(which will be deemed to close on the Liquidation Date), the Fund will
notify U.S. Shareholders as to the portion, if any, of the NAV Liquidation
Distribution that constitutes a capital gain dividend and that constitutes an
income dividend (including the portion of the income dividend that qualifies as
an exempt-interest dividend).
Since the Fund would seek to retain its qualification as a
regulated investment company ("RIC") under the Internal Revenue Code of 1986, as
amended (the "Code"), during the liquidation period it would not expect to be
taxed on any of its net capital gains realized from the sale of its assets or
ordinary income earned. In the unlikely event that the Fund should lose its
status as a RIC during the liquidation process, the Fund would be subject to
taxes which would reduce the amount of NAV Liquidation Distributions, and result
in the inability of the Fund to pay exempt-interest dividends to its U.S.
Shareholders.
Any portion of a NAV Liquidation Distribution paid under the
Plan out of ordinary income or net realized long-term capital gains will be
taxed under the Code in the same manner as any other distribution of the Fund.
Accordingly, such amounts will be treated as ordinary income or long-term
capital gains, if so designated. As described above, the portion of a NAV
Liquidation Distribution that qualifies as an exempt-interest dividend will be
exempt from federal income tax, if so designated.
The balance of any amount (after accounting for the capital
gain dividend and income dividend portions of the NAV Liquidation Distributions)
received upon liquidation will be treated for federal income tax purposes as a
payment in exchange for a U.S. Shareholder's shares in the Fund. A U.S.
Shareholder will recognize a taxable gain or loss on such exchange equal to the
difference between the amount of the payment and the U.S. Shareholder's tax
basis in its Fund shares. Any such gain or loss will be a capital gain or
capital loss if the U.S.
5
Shareholder holds its shares as capital assets. In such event, any recognized
gain or loss will constitute a long-term capital gain or long-term capital loss,
as the case may be, if the Fund's shares were held for more than one year by the
U.S. Shareholder at the time of the exchange. Under current law, long-term
capital gains are taxed to non-corporate U.S. Shareholders at a maximum tax rate
of 20%. If the U.S. Shareholder held its Fund shares for not more than one year
at the time of the deemed exchange, any gain or loss will be a short-term
capital gain or loss. Short term capital gains are taxed to non-corporate U.S.
Shareholders at the graduated income tax rates applicable to ordinary income.
All income recognized by a corporate U.S. Shareholder pursuant to the
liquidation of the Fund (other than properly designated exempt-interest
dividends), regardless of its character as capital gains or ordinary income,
will be subject to tax at the regular graduated federal corporate income tax
rates.
NAV LIQUIDATION DISTRIBUTION
At present, the date on which the Fund will be liquidated and
on which the Fund will pay NAV Liquidation Distributions to its shareholders is
uncertain, but it is anticipated that if the Plan is adopted by the shareholders
such liquidation would occur on August 20, 2003 (the "Liquidation Date").
Shareholders holding Fund shares as of the close of business on [the day prior
to the Liquidation Date] will receive their NAV Liquidation Distribution on the
Liquidation Date without any further action on their part.
The right of a shareholder to redeem his or her shares of the
Fund at any time has not been impaired by the proposal to liquidate the assets
and dissolve the Fund and the adoption of the Plan. Therefore, a shareholder may
redeem shares in accordance with redemption procedures set forth in the Fund's
current Prospectuses and Statement of Additional Information without the
necessity of waiting for the Fund to take any action. The Fund does not impose
any redemption charges.
IMPACT OF THE PLAN ON THE FUND'S STATUS UNDER THE 1940 ACT
On the Liquidation Date, the Fund will cease doing business as
a registered investment company and, as soon as practicable, will apply for
deregistration under the 1940 Act. It is expected that the Securities and
Exchange Commission ("SEC") will issue an order approving the deregistration of
the Fund if the Fund is no longer doing business as an investment company,
although there can be no assurance given that the SEC will issue such an order.
Accordingly, the Plan provides for the eventual cessation of the Fund's
activities as an investment company and its deregistration under the 1940 Act. A
vote in favor of the Plan will constitute a vote in favor of such a course of
action. Until the Fund's withdrawal as an investment company becomes effective,
the Fund, as a registered investment company, will continue to be subject to and
will comply with the 1940 Act.
PROCEDURE FOR DISSOLUTION UNDER THE MARYLAND GENERAL CORPORATION LAW
After the Liquidation Date, pursuant to the Maryland General
Corporation Law and the Fund's Charter, Articles of Dissolution will in due
course be executed, acknowledged and filed with the State Department of
Assessments and Taxation of Maryland, and will become effective in accordance
with the Maryland General Corporation Law. Upon the effective date of
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such Articles of Dissolution, the Fund will be legally dissolved, but thereafter
the Fund will continue to exist for the purpose of paying, satisfying and
discharging any existing debts or obligations, collecting and distributing its
assets, and doing all other acts required to liquidate and wind up its business
and affairs, but not for the purpose of continuing the business for which the
Fund was organized. The Fund's Board will be the trustees of its assets for
purposes of liquidation after the acceptance of the Articles of Dissolution,
unless and until a court appoints a receiver. The director-trustees will be
vested in their capacity as trustees with full title to all the assets of the
Fund.
CONCLUSION
THE BOARD UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE
FOR THE PROPOSED LIQUIDATION OF ASSETS AND DISSOLUTION OF THE FUND PURSUANT TO
THE PROVISIONS OF THE PLAN OF DISSOLUTION, LIQUIDATION AND TERMINATION.
ADDITIONAL INFORMATION
GENERAL
The cost of preparing, printing and mailing the enclosed
proxy, accompanying notice and proxy statement and all other costs incurred in
connection with the solicitation of proxies, including any additional
solicitation made by letter or telephone, will be paid by CSAM. In addition to
solicitation by mail, certain officers and representatives of the Fund, officers
and employees of CSAM and certain financial services firms and their
representatives, who will receive no extra compensation for their services, may
solicit proxies in person or by telephone.
D.F. King & Co. Inc. (the "Agent") has been engaged to assist
in the solicitation of proxies, at an estimated fee of $15,000, which will be
borne by CSAM. As the Special Meeting date approaches, certain shareholders may
receive a telephone call from a representative of the Agent if their vote has
not yet been received. Authorization to permit the Agent to execute proxies may
be obtained by telephonic or electronic transmitted instructions from
shareholders. Proxies that are obtained telephonically will be recorded in
accordance with the procedures set forth below. The Board believes that these
procedures are reasonably designed to ensure that the identity of the
shareholder casting the vote and the shareholder's voting instructions are
accurately determined.
In all cases where a telephonic proxy is solicited, the
Agent's representative is required to ask for each shareholder's full name,
address, last four digits of the shareholder's social security or tax
identification number, title of the person and whether such person is authorized
to direct the voting of such shares (if an entity), the number of shares owned,
if known, and to confirm that the shareholder has received the Proxy Statement
and proxy card in the mail. If the information solicited agrees with the
information provided to the Agent, then the Agent representative has the
responsibility to explain the process, read the proposal listed on the proxy
card, and ask for the shareholder's instructions on the proposal. The Agent's
representative, although he or she is permitted to answer questions about the
process, is not permitted to recommend to the shareholder how to vote, other
than to read any recommendation
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set forth in the Proxy Statement. The Agent will record the shareholder's
instructions on the card. Within 72 hours, the shareholder will be sent a letter
by first class mail to confirm his or her vote and asking the shareholder to
call the Agent immediately if his or her votes are not correctly reflected in
the confirmation.
If the shareholder wishes to participate in the Special
Meeting, but does not wish to give his or her proxy by telephone, or by the
Internet, the shareholder may still submit the proxy card originally sent with
the Proxy Statement or attend in person. Should shareholders require additional
information regarding the proxy or replacement proxy cards, they may contact the
Agent toll-free at 1-800-290-6424. Any proxy given by a shareholder, whether in
writing, by telephone or by the Internet, is revocable.
Shareholder Proposals
As a general matter, the Fund does not hold annual meetings of
shareholders. Shareholders wishing to submit proposals for inclusion in a proxy
statement for a subsequent meeting of shareholders (assuming that the Fund is
not liquidated as proposed) should send their written proposals to the Secretary
of Credit Suisse Municipal Bond Fund, Inc., c/o Credit Suisse Asset Management,
LLC, 466 Lexington Avenue, New York, New York 10017. Proposals must be received
at a reasonable time prior to the date of a meeting of shareholders to be
considered for inclusion in the materials for the Fund's meeting. Timely
submission of a proposal does not, however, necessarily mean that such proposal
will be included.
OTHER MATTERS TO COME BEFORE THE SPECIAL MEETING
The Board is not aware of any other matters that will come
before the Special Meeting. Should any other matter properly come before the
Special Meeting, the persons named in the accompanying proxy shall be entitled
to vote the shares represented by such proxy in accordance with their judgment
on such matters.
BENEFICIAL OWNERS
The following table shows certain information, as of May 30,
2003, concerning persons who may be deemed beneficial owners of 5% or more the
Shares of the Fund because they possessed or shared voting or investment power
with respect to the Shares:
NAME AND ADDRESS SHARES HELD PERCENT OF OUTSTANDING SHARES (CLASS)
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* The Fund believes that this entity, the holder of record of these shares,
is not the beneficial owner of such shares.
PLEASE COMPLETE, SIGN AND RETURN THE ENCLOSED PROXY CARD PROMPTLY. NO POSTAGE
IS REQUIRED IF MAILED IN THE UNITED STATES.
By order of the Board of Directors,
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/s/ Hal Liebes
Hal Liebes
Secretary
Dated: June 13, 2003
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DETACH HERE
PROXY
CREDIT SUISSE MUNICIPAL BOND FUND, INC.
466 Lexington Avenue
16th Floor
New York, New York 10017
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Messrs. Gregory Bressler and Rocco Del Guercio,
and each of them separately, as Proxies, each with the power to appoint his
substitute, and hereby authorizes them to represent and to vote, as designated
on the reverse side and in accordance with their judgment on such other matters
as may properly come before the meeting or any adjournments thereof, all shares
of Credit Suisse Municipal Bond Fund, Inc. (the "Fund") that the undersigned is
entitled to vote at the Special Meeting of Shareholders on August 15, 2003, and
at any adjournments thereof.
- ------------------ ------------------------------------------- -----------------
SEE REVERSE SIDE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE SIDE
- ------------------ ------------------------------------------- -----------------
DETACH HERE
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE PROPOSAL.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED SHAREHOLDER.
1. To consider and act upon a proposal to liquidate, dissolve and
terminate the Fund as set forth in the Plan of Liquidation, Dissolution
and Termination adopted by the Board of Directors.
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]
Please mark, sign, date and return this proxy card promptly using the enclosed
envelope. If you sign and return the enclosed proxy card and do not direct how
the proxy is to be voted, the proxy will be voted "FOR" THE PROPOSAL.
Please sign exactly as name appears at left. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporate name by president or other authorized officer. If in a
partnership, please sign in partnership name by authorized person.
Signature: _____________ Date:_______ Signature:________________ Date:______
Appendix A
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PLAN OF LIQUIDATION, DISSOLUTION AND TERMINATION
Credit Suisse Municipal Bond Fund, Inc., a Maryland
corporation (the "Fund"), shall proceed to a complete liquidation of the Fund
according to the procedures set forth in this Plan of Dissolution, Liquidation
and Termination (the "Plan"). The Plan has been approved by the Board of
Directors of the Fund (the "Board") as being advisable and in the best interests
of the Fund and its shareholders. The Board has directed that this Plan be
submitted to the holders of the outstanding voting shares of the Fund (each a
"Shareholder" and, collectively, the "Shareholders"), voting in the aggregate
without regard to class, for their adoption or rejection at a special meeting of
shareholders and has authorized the distribution of a Proxy Statement (the
"Proxy Statement") in connection with the solicitation of proxies for such
meeting. Upon Shareholder approval of the Plan, the Fund shall voluntarily
dissolve and completely liquidate in accordance with the requirements of the
Maryland General Corporation Law (the "MGCL") and the Internal Revenue Code of
1986, as amended (the "Code"), as follows:
1. Adoption of Plan. The effective date of the Plan (the "Effective Date")
shall be the date on which the Plan is adopted by the Shareholders.
2. Liquidation and Distribution of Assets. As soon as is reasonable and
practicable after the Effective Date, or as soon thereafter as practicable
depending on market conditions and consistent with the terms of this Plan, the
Fund and the Fund's investment adviser, Credit Suisse Asset Management, LLC
("CSAM"), shall have the authority to engage in such transactions as may be
appropriate for the Fund's liquidation and dissolution, including, without
limitation, the consummation of the transactions described in the Proxy
Statement.
3. Provisions for Liabilities. The Fund shall pay or discharge or set aside
a reserve fund for, or otherwise provide for the payment or discharge of, any
liabilities and obligations, including, without limitation, contingent
liabilities.
4. Distribution to Shareholders. As soon as practicable after the Effective
Date, the Fund shall liquidate and distribute pro rata on the date of
liquidation (the "Liquidation Date") to its shareholders of record as of the
close of business on August 20, 2003, all of the remaining assets of the Fund in
complete cancellation and redemption of all the outstanding shares of the Fund,
except for cash, bank deposits or cash equivalents in an estimated amount
necessary to (i) discharge any unpaid liabilities and obligations of the Fund on
the Fund's books on the Liquidation Date, including, but not limited to, income
dividends and capital gains distributions, if any, payable through the
Liquidation Date, and (ii) pay such contingent liabilities as the Board shall
reasonably deem to exist against the assets of the Fund on the Fund's books.
5. Notice of Liquidation. As soon as practicable after the Effective Date,
the Fund shall mail notice to its known creditors, at their addresses as shown
on the Fund's records, that this
Plan has been approved by the Board and the Shareholders and that the Fund will
be liquidating its assets, to the extent such notice is required under the MGCL.
6. Articles of Dissolution. As promptly as practicable, but in any event no
earlier than 20 days after the mailing of notice to the Fund's known creditors,
if any, the Fund shall be dissolved in accordance with the laws of the State of
Maryland and the Fund's Charter, including filing Articles of Dissolution with
the State of Department of Assessments and Taxation.
7. Amendment or Abandonment of Plan. The Board may modify or amend this
Plan at any time without Shareholder approval if it determines that such action
would be advisable and in the best interests of the Fund and its Shareholders.
If any amendment or modification appears necessary and in the judgment of the
Board will materially and adversely affect the interests of the Shareholders,
such an amendment or modification will be submitted to the Shareholders for
approval. In addition, the Board may abandon this Plan without Shareholder
approval at any time prior to the filing of the Articles of Dissolution if it
determines that abandonment would be advisable and in the best interests of the
Fund and its Shareholders.
8. Powers of Board and Officers. The Board and the officers of the Fund are
authorized to approve such changes to the terms of any of the transactions
referred to herein, to interpret any of the provisions of this Plan, and to
make, execute and deliver such other agreements, conveyances, assignments,
transfers, certificates and other documents and take such other action as the
Board and the officers of the Fund deem necessary or desirable in order to carry
out the provisions of this Plan and effect the complete liquidation and
dissolution of the Fund in accordance with the Code and the MGCL, including,
without limitation, filing of a Form N-8F with the Securities and Exchange
Commission, withdrawing any state registrations of the Fund and/or its shares,
withdrawing any qualification to conduct business in any state in which the Fund
is so qualified and the preparation and filing of any tax returns.
9. Termination of Business Operations. As soon as practicable upon adoption
of this Plan, the Fund shall cease to conduct business except as shall be
necessary in connection with the effectuation of its liquidation and
dissolution.
10. Expenses. The expenses of carrying out the terms of this Plan (which
shall not include brokerage costs, taxes and extraordinary expenses) shall be
borne by CSAM, whether or not the liquidation contemplated by this Plan is
effected.
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