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:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a6(e)(2))
[X] 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):
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date of
its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
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(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 May 19, 2003, the
Fund had approximately $14.5 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;
o By faxing the enclosed proxy card to D.F. King & Co. Inc. at
1-212-809-8839;
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,
/s/ Hal Liebes
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.
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 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) or 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 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
968,565.75 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 considered various alternatives and then 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
2
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.
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 19, 2003, the Fund's net assets
were approximately $14.5 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
3
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 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.
4
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 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 for taxation at long-term capital gains rates
for individual shareholders (as discussed below) or as an exempt-interest
dividend).
5
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. However, under a recently enacted law, a portion of the ordinary
income distribution received by individual shareholders may be subject to tax at
the rates generally applicable to long-term capital gains if certain
requirements are satisfied. The Fund will designate which portion of the NAV
Liquidation Distribution may be eligible for these reduced rates. 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. 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 15%. 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.
6
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 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.
7
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 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.
8
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:
PERCENT OF OUTSTANDING
NAME AND ADDRESS SHARES HELD SHARES (CLASS)
- ---------------- ----------- --------------
Pershing LLC* 168,926.801 17.99% (Common)
P.O. Box 2052
Jersey City, NJ 07303-2052
Charles Schwab & Co. Inc. 87,731.768 9.34% (Common)
Special Custody Account for
the Exclusive Benefit of Customers*
Attn: Mutual Funds
101 Montgomery Street
San Francisco, CA 94104
Nat'l Financial SVCS Corp 57,110.939 6.08% (Common)
FBO Customers*
Church St. Station
P.O. Box 3908
New York, NY 10008-3908
9
PERCENT OF OUTSTANDING
NAME AND ADDRESS SHARES HELD SHARES (CLASS)
- ---------------- ----------- --------------
Merrill Lynch Pierce 10,069.201 34.03% (A)
Fenner & Smith Inc*
Building 1 Team A FL 2
4800 Deer Lake Drive East
Jacksonville, FL 32246-6486
Pershing LLC* 9,618.010 32.51% (A)
P.O. Box 2052
Jersey City, NJ 07303-2052
American Enterprise 3,387.810 11.45% (A)
Investment SVCS
FBO 220881321*
P.O. Box 9446
Minneapolis, MN 55440-9446
* 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,
/s/ Hal Liebes
Hal Liebes
Secretary
Dated: June 13, 2003
10
APPENDIX A
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
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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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CS-MuniBd-0503
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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.
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SEE REVERSE SIDE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE SIDE
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[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:______