EFFECTIVE AUGUST 1, 2021, THIS LETTER IS

EFFECTIVE AUGUST 1, 2021, THIS LETTER IS

WITHDRAWN. Please consult the following web

page for more information: https://www.sec.gov/

divisions/investment/im-modified-withdrawn-staffstatements.

RESPONSE OF THE OFFICE OF CHIEF COUNSEL

DIVISION OF INVESTMENT MANAGEMENT

June 26, 2013

IM Ref. No. 20134121540

Credit Suisse High Yield Bond Fund

and Credit Suisse Asset Management

Income Fund, Inc.

File No. 811-08777

Your letter dated June 21,2013 requests our assurance that we would not recommend

enforcement action to the Securities and Exchange Commission ("Commission") under Section

5(b) or Section 6(a) of the Securities Act of 1933 (the "Securities Act") against Credit Suisse

High Yield Bond Fund and Credit Suisse Asset Management Income Fund, Inc. (each a "Fund,"

and collectively, the "Funds"), each of which filed and had declared effective by the

Commission a shelf registration statement on Form N-2 ("Registration Statement"), if a Fund

files a post-effective amendment to its Registration Statement pursuant to Rule 486(b) under the

Securities Act, under the circumstances set forth in your letter.

Background

You state that each Fund is a closed-end management investment company registered

under the Investment Company Act of 1940 (the "Investment Company Act"). Each Fund filed

and had declared effective by the Commission its Registration Statement pursuant to which it

may issue common shares of beneficial interest or shares of common stock, as applicable, on a

delayed basis in accordance with Rule 415(a)(l)(x) under the Securities Act and the positions of

the Commission staff. 1 Credit Suisse Asset Management, LLC serves as the investment adviser

to each Fund. Each Fund's common shares of beneficial interest or shares of common stock, as

applicable, are registered under Section 12(b) of the Securities Exchange Act of 1934 and are

listed and traded on the NYSE MKT. Credit Suisse High Yield Bond Fund has a fiscal year

ending on October 31. Credit Suisse Asset Management Income Fund, Inc. has a fiscal year

ending on December 31.

You state that each Fund's board oftrustees/directors (the "Board"), including a majority

of independent trustees/directors, has concluded that a continuously effective shelf registration

statement would be beneficial to each Fund, its shareholders and potential investors. You state

that each Fund, therefore, needs a continuously effective Registration Statement, and annually

would have to file post-effective amendments to its Registration Statement pursuant to Section

8(c) ofthe Securities Act ("Post-Effective Amendments") to bring the Fund's financial

statements up to date or to make other non-material changes. You further state that each Fund,

its shareholders and potential investors would benefit if Post-Effective Amendments filed for the

purpose of bringing the Fund's financial statements up to date or to make any other non-material

changes were effective immediately, as permitted by Rule 486(b) under the Securities Act

available to certain registered closed-end investment companies. You state that utilization of

Rule 486(b) would help ensure that the Funds have the ability to raise capital as the opportunity

arises, and could reduce expenses incurred by the Funds in the Post-Effective Amendment

See Nuveen Virginia Premium Income Municipal Fund, SEC Staff No-Action Letter (Oct. 6, 2006); Pilgrim

America Prime Rate Trust, SEC StaffNo-Action Letter (May 1, 1998) ("Pilgrim Letter").

process. You further state that due to the limited purpose for which the Funds would use Rule

486(b ), no erosion of investor protection would occur and investors could have faster access to

important information about the Funds, including their updated financial information.

Discussion

Rule 486(b) under the Securities Act, in relevant part, states that a post-effective

amendment to a registration statement filed by a registered closed-end management investment

company which makes periodic repurchase offers under Rule 23c-3 under the Investment

Company Act ("Interval Fund") shall become effective on the date on which it is filed with the

Commission, provided that certain conditions are met. The conditions of Rule 486(b) require,

among other things, that the post-effective amendment be filed for no purpose other than, among

other things, bringing the financial statements up to date or making non-material changes, and

that the registrant make certain representations concerning the purpose for which the amendment

is filed.

In adopting Rule 486(b) in 1994, the Commission recognized that Interval Funds may

have a need to raise capital continuously, and therefore need continuously effective registration

statements and would benefit if certain filings could become effective automatically. 2 The

Commission staff in 1998 recognized that registered closed-end management investment

companies such as the Funds, which are not Interval Funds, also may benefit from the flexibility

to take advantage of favorable market conditions to raise additional capital through continuous or

delayed offerings of their securities. 3 You assert that the Funds and their shareholders also

would benefit if the Funds' Post-Effective Amendments that comply with the conditions of Rule

486(b) could become effective immediately pursuant to that Rule.

You represent that each filing made in reliance on the requested relief would be made in

compliance with the conditions of Rule 486(b), and that each Fund will file a Post-Effective

Amendment containing a prospectus pursuant to Section 8(c) of the Securities Act prior to any

offering of its common shares of beneficial interest or shares of common stock, as applicable, at

a price below net asset value. You also represent that in relying on the requested relief to sell

shares of beneficial interest or shares of common stock, as applicable, each Fund will sell newly

issued shares at a price no lower than the sum ofthe Fund's net asset value plus the per share

commission or underwriting discount. 4

Conclusion

Based on the facts and representations set forth in your letter, we would not recommend

that the Commission take any enforcement action under Section 5(b) or Section 6(a) of the

2

See Post-Effective Amendments to Investment Company Registration Statements, Investment Company

Act Release No. 20486 (Aug. 17, 1994), n.22 and accompanying text. An Interval Fund operates pursuant to a

fundamental policy that requires the Interval Fund to make periodic offers to repurchase its common stock in an

amount not less than five percent of the outstanding shares. See Rule 23c-3 under the Investment Company Act.

These repurchase offers may create a need for the Interval Fund to replenish its assets by making a continuous or

intermittent offering of its common stock. See Continuous or Delayed Offerings by Certain Closed-End

Management Investment Companies; Automatic Effectiveness of Certain Registration Statements and Post-Effective

Amendments, Investment Company Act Release No. 19391 (Apr. 7, 1993).

See Pilgrim Letter, supra note 1, at n.l2 and accompanying text.

4

See Pilgrim Letter, supra note 1, at n.4 and accompanying text.

2

Securities Act against the Funds if the Funds file Post-Effective Amendments to their

Registration Statements pursuant to Rule 486(b) under the Securities Act. This response

expresses our view on enforcement action only and does not express any legal or interpretive

conclusion on the issues presented. Because our position is based upon all of the facts and

representations in your letter, any different facts or representations may require a different

conclusion. 5 We note that each Fund has acknowledged that the staff may withdraw any

assurance granted in this letter if the staff finds that the Fund is misusing Rule 486(b) or for any

other reason.

Ck~~~

Adam Glazer

Senior Counsel

The Division of Investment Management generally permits third parties to rely on no-action or interpretive

letters to the extent that the third party's facts and circumstances are substantially similar to those described in the

underlying request for a no-action or interpretive letter. See Informal Guidance Program for Small Entities,

Investment Company Act Release No. 22587 (Mar. 27, 1997), n.20. In light ofthe very fact-specific nature of the

Funds' request, however, the position expressed in this letter applies only to the Funds, and no other entity may rely

on this position. The staff is willing to consider similar requests from other registered closed-end management

investment companies.

3

June 21,2013

Mr. Douglas Scheidt, Esq.

Associate Director and Chief Counsel

Division of Investment Management

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Dear Mr. Scheidt:

On behalf of Credit Suisse High Yield Bond Fund (the "DHY") and Credit Suisse Asset

Management Income Fund, Inc. ("CIK" and together with DHY, the "Funds" and each, a

"Fund"), we seek assurance that the staff of the Division oflnvestment Management (the

"Staff') will not recommend enforcement action against the Funds to the Securities and

Exchange Commission (the "Commission") under Section 5(b) or Section 6(a) ofthe Securities

Act of 1933, as amended (the "Securities Act"), if each Fund utilizes Rule 486(b) under the

Securities Act to file post-effective amendments to its registration statements in satisfaction of

the undertakings contained in its registration statements under the circumstances set forth in this

letter.

I. Background

Each Fund is a closed-end management investment company that is registered under the

Investment Company Act of 1940, as amended (the "Investment Company Act"). Each Fund's

common shares of beneficial interest or shares of common stock, as applicable, are registered

under Section 12(b) of the Securities Exchange Act of 1934, as amended, and are listed and

traded on the NYSE MKT. Credit Suisse Asset Management, LLC serves as the investment

adviser to each Fund. DHY has a fiscal year end of October 31 and CIK has a fiscal year end of

December 31. Each Fund has filed and had declared effective by the Commission a shelf

registration statement on Form N-2 pursuant to which it has registered, and may issue, common

shares of beneficial interest or shares of common stock, as applicable, in accordance with the

terms of Rule 415(a)(l)(x) under the Securities Act and the positions of the Staff articulated in

Pilgrim America Prime Rate Trust, SEC StaffNo-Action Letter (May 1, 1998) and Nuveen

Virginia Premium Income Municipal Fund, SEC StaffNo-Action Letter (October 6, 2006)

("Nuveen 1").

7771830.5

Mr. Douglas Scheidt

June21,2013

Page 2

The Commission initially declared effective DHY's shelf registration statement on Form

N-2 (File Nos. 333-183901; 811-08777) on October 17, 2012 and CIK's shelf registration

statement ofForm N-2 (File Nos. 333-184589; 811-05012) on January 22,2013.

The Board of Trustees/Directors of each Fund (the "Board"), including a majority of the

independent trustees/directors, has concluded that the continued ability to raise capital through

the public offering of additional securities on a delayed and continuous basis is beneficial to each

Fund and its shareholders. The Board has also concluded that a continuously effective shelf

registration statement is beneficial to each Fund, its shareholders and potential investors. As

discussed below, however, each Fund is subject to the risk of being unable to sell securities

pursuant to its effective shelf registration statement for significant portions of each year due to

the post-effective amendment process currently required to bring the Fund's financial statements

up to date. The post-effective amendment process requires the Commission to review and

declare effective any post-effective amendments filed to the shelf registration statement in order

to bring a Fund's financial statements up to date.

The Board of each Fund believes that the Fund, its shareholders and potential investors

would benefit if the Fund were allowed to utilize Rule 486(b) under the Securities Act, which is

available only to a certain category of registered closed-end investment companies, 1 to file post­

etlective amendments to its shelf registration statements that would become effective

immediately, primarily for the purposes of updating its financial statements or making non­

material changes. Investors would benefit from the Funds' ability to raise capital in continuous

offerings of their securities at non-dilutive prices, without potentially significant periods of

disruption to such offering process. In addition, Fund shareholders could benefit from

considerable cost savings, as expenses incurred in respect of the current post-effective

amendment process can be significant. Due to the limited purpose for which the Funds propose

to use Rule 486(b), no erosion of investor protections would occur.

II. Discussion

Section 5(b)(l) of the Securities Act makes it unlawful for any person directly or

indirectly to transmit, through interstate commerce, a prospectus relating to any security with

respect to which a registration statement has been filed, unless the prospectus meets the

requirements of Section 10 of the Securities Act. Similarly, Section 5(b)(2) of the Securities Act

makes it unlawful for any person directly or indirectly to carry or cause to be carried any security

for the purpose of sale or delivery, unless preceded or accompanied by a prospectus that meets

the requirements of Section 1O(a) of the Securities Act.

Section 10(a)( 1) of the Securities Act, in pertinent part, states that a prospectus relating to

a security other than a security issued by a foreign issuer shall contain the information

contained in the issuer's registration statement. Section 10(a)(3) states that, notwithstanding

1

The Funds are not organized as interval funds pursuant to Rule 23c-3 under the Investment Company Act, and

therefore Rule 486(b) is not currently available to the Funds.

7771830.5

Mr. Douglas Scheidt

June 21, 2013

Page 3

Section 10( a)( 1), a prospectus that is used more than nine months after the effective date of the

registration statement must have information as of a date not more than sixteen months prior to

such use, so far as the information is known to the user of the prospectus or can be furnished by

the user of the prospectus without unreasonable effort or expense (a "10(a)(3) Prospectus").

Open-end management investment companies ("Open-end Funds"), unit investment

trusts, and face-amount certificate companies are required by Section 24(e) ofthe Investment

Company Act to use a 10( a)(3) Prospectus that does not vary from the latest prospectus filed as

part of a post-effective amendment to the fund's registration statement. Open-end Funds satisfy

this requirement by filing a post-effective amendment pursuant to Rule 485, which provides for

automatic or immediate effectiveness? Notably, however, Section 24(e) does not apply to

closed-end management investment companies, and there is no statutory requirement mandating

that a closed-end fund make such a post-effective filing. 3 Instead, Rule 415(a)(3) requires a

registrant that is an investment company filing on Form N-2 (the registration statement utilized

by closed-end funds) to furnish the undertakings required by Item 34.4 of Form N-2. Item 34.4.a

of Form N-2 requires closed-end funds to undertake "to file, during any period in which offers or

sales are being made, a post-effective amendment to the registration statement: (1) to include any

prospectus required by Section 1O(a)(3) of the 1933 Act."

Each Fund has made this undertaking in its effective registration statement. As a

consequence, each Fund currently is required to file a post-effective amendment on an annual

basis to update its shelf registration statement with its audited financial statements in accordance

with this undertaking, as well as to make any non-material updates. Each Fund currently

satisfies this undertaking by filing a post-effective amendment with the Commission pursuant to

Section 8(c) of the Securities Act. Section 8(c) does not provide a mechanism for automatic

effectiveness. 4 A post-effective amendment filed pursuant to Section 8(c) must be declared

effective by the Staff in order to take effect. This process subjects the filings to Staff review and

comment, including for routine non-material amendments, which in the Funds' experience can

be a lengthy process. Prior to the post-effective amendment being declared effective by the

Staff, a Fund cannot issue common shares of beneficial interest pursuant to it, thereby

potentially preventing the Fund from taking advantage of what may be an attractive market to

raise assets for the benefit of Fund shareholders.

Closed-end funds that are operated as interval funds pursuant to Rule 23c-3 under the

Investment Company Act are not subject to these delays. Rule 486(b) provides that a post­

2

Rule 485(a) pennits automatic effectiveness after the passage of a specified period of time. Rule 485(b) provides

for immediate effectiveness of filings made for certain purposes, including, among other things, updating financial

statements and making non-material changes.

3

See Section 24(e) of the Investment Company Act; L. Loss & J. Seligman, Securities Regulation, 566 (3rd ed.

1998).

4

But see supra note 2 and accompanying text for a discussion of Rule 485, which provides for automatic and

immediate effectiveness for Open-end Funds.

7771830.5

Mr. Douglas Scheidt

June 21,2013

Page 4

effective amendment to an effective registration statement, or a registration statement for

additional shares of common stock, filed by a registered closed-end management investment

company or business development company which makes periodic repurchase offers under Rule

23c-3 under the Investment Company Act ("Interval Funds") shall become immediately effective

on the date it is filed, or on a later date designated by the registrant that is no more than 30 days

after the filing is made, provided that the post-effective amendment or registration statement is

filed solely : (i) to register additional shares of common stock for which a registration statement

filed on Form N-2 is effective, (ii) to bring the financial statements up to date under section

10(a)(3) ofthe Securities Act or rule 3-18 of Regulation S-X, (iii) to designate a new effective

date for a previously filed post-effective amendment or registration statement for additional

shares under Rule 486(a), which has not yet become effective, (iv) to disclose or update the

information required by Item 9c of Form N-2, 5 (v) to make any non-material changes the

registrant deems appropriate, and (vi) for any other purpose the Commission shall approve.

In the adopting release for Rule 486, the Commission stated that "[t]he initial proposal of

rule 486 recognized that closed-end interval funds may need continuously effective re~istration

statements and would benefit if certain filings could become effective automatically." The

Funds believe that this line of reasoning should be extended to them as closed-end funds that are

conducting offerings pursuant to Rule 415(a)(1)(x).

Recently, your office has concurred with this approach. In Nuveen Municipal High

Income Opportunity Fund, SEC StaffNo-Action Letter (Nov. 9, 2010) ("Nuveen II"), Calamos

Convertible Opportunities and Income Fund, SEC StaffNo-Action Letter (Feb. 14, 2011) and

Aberdeen Australia Equity Fund, Inc., SEC Staff No-Action Letter (April 12, 2012), the Staff

granted no-action assurances to three closed-end fund complexes that were engaged in a delayed

or continuous offering pursuant to Rule 415(a)(l)(x). In the letters, the Staff agreed not to

recommend enforcement action to the Commission under Sections 5 and 6(a) of the Securities

Act based on the representation that the respective funds' board of directors approved the funds'

delayed or continuous offerings, the representation that each fund's post-effective amendments

would comply with the conditions of Rule 486(b), and the representation that each fund would

file a post-effective amendment containing a prospectus pursuant to Section 8(c) of the Securities

Act prior to any offering of its common stock at a price below net asset value.

Your office has stated that, "[i]n light of the very fact specific nature" of the requests, this

relief is limited on its face to the addressees of the no-action letters. Your office has also stated,

however, that it "is willing to consider similar requests from other registered closed-end

management investment companies."

5

We note that Form N-2 does not have, and has never had, an "Item 9c." Based upon a review of the administrative

history of Rule 486, we believe that this should be a reference to Item 9 .I.e. of Form N-2, which relates to

information regarding individual portfolio managers. Accordingly the Fund plans to treat the reference to "Item 9c"

as a reference to Item 9.l.c. of Form N-2.

6

Post-Effective Amendments to Investment Company Registration Statements, SEC Rei. No. 33-7083 (Aug. 17,

1994).

7771830.5

Mr. Douglas Scheidt

June 21, 2013

Page 5

We submit that the facts presented by the Funds in this request are similar to those

presented in the Nuveen II, Calamos and Aberdeen letters. As was the case with each of the

funds in the Nuveen II, Calamos and Aberdeen letters, each Fund's Board, including a majority

of its independent trustees, has concluded that the continued ability to raise capital through the

public offering of additional common shares of beneficial interest on a delayed and continuous

basis would benefit each Fund and its shareholders. In addition, each Fund's Board has

concluded that a continuously effective shelf registration statement would be beneficial to the

Fund, its shareholders and potential investors. In furtherance of these conclusions, each Fund

has an effective registration statement on file with the Commission pursuant to which the Fund

may issue common shares of beneficial interest on a delayed and continuous basis in accordance

with Rule 415(a)(l)(x) under the Securities Act and the positions of the Commission staff in the

Nuveen I and Pilgrim letters.

As is the case with Interval Funds, the Funds and their common shareholders would also

benefit from having continuously effective registration statements. The ability to utilize Rule

486(b) under the Securities Act would have significant benefits for a Fund and its investors:

•

The Fund would have the ability to raise capital as the opportunity arises;

•

The Fund could reduce the expenses it presently incurs as part of the registration

statement review and comment process, thus benefiting shareholders; and

•

Investors could have faster access to important information about the Fund including

its updated financial information.

In addition, because the ability to rely on Rule 486(b) would only permit the Funds to

update their financial statements, or to make non-material changes to their registration

statements, the Funds believe that the public policy of protecting investors would be

safeguarded. Each Fund represents that each filing made in reliance on the requested relief

would be made in compliance with the conditions of Rule 486(b), and that each Fund will file a

post-effective amendment containing a prospectus pursuant to Section S(c) of the Securities Act

prior to any offering of its common shares of beneficial interest or shares of common stock, as

applicable, at a price below net asset value. In relying on the requested relief to sell common

shares of beneficial interest or shares of common stock, as applicable, each Fund will sell newly

issued shares at a price no lower than the sum of the Fund's net asset value plus the per share

commission or underwriting discount. 7

Each Fund would utilize Rule 486(b) to file post-effective amendments only to: (1) bring

the financial statements ofthe Fund up to date under Section 10(a)(3) ofthe Securities Act or

7

See Calamos Convertible Opportunities and Income Fund, SEC StaffNo-Action Letter (Feb. 14, 2011).

7771830.5

Mr. Douglas Scheidt

June 21,2013

Page 6

rule 3-18 of Regulation S-X; (2) update the information required by Item 9 .l.c of Form N-2; or

(3) make any non-material changes the registrant deems appropriate. 8

III. Conclusion

In light of the forgoing, we seek your assurances that the Staff will deem each Fund to

have complied with its undertaking provided in response to Item 34.4.a of Form N-2, and will

not recommend enforcement action against the Funds to the Commission under Section 5(b) or

Section 6(a) of the Securities Act ifthe Funds utilize Rule 486(b) ofthe Securities Act, under the

circumstances set forth above.

Each Fund acknowledges that the Staff may withdraw any assurance granted in response

to this letter if the Staff finds that the Fund is misusing Rule 486(b ), or for any other reason.

Please contact the undersigned at (212) 728-8215, with any questions or comments regarding this

letter.

Sincerely,

Rose F. DiMartino,

8

The Funds would not seek to use a filing made in accordance with Rule 486(b) to register additional securities

without first obtaining relief from Rule 413 under the Securities Act.