EXHIBIT INDEX
EXHIBIT A:
Attachment to item 77B:
Accountants report on internal control
EXHIBIT B:
Attachment to item 77I:
Terms of new or amended securities
EXHIBIT C:
Attachment to item 77Q1:
Exhibits
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EXHIBIT A:
Report of Independent Accountants
To the Board of Directors of
Credit Suisse Institutional U.S. Core Equity Fund, Inc.:
In planning and performing our audit of the financial statements
and financial highlights of the Credit Suisse Institutional U.S.
Core Equity Fund, Inc. (the "Fund") for the year ended August
31, 2000, we considered its internal control, including control
activities for safeguarding securities, in order to determine our
auditing procedures for the purpose of expressing our opinion on
the financial statements and financial highlights and to comply
with the requirements of Form N-SAR, not to provide assurance on
internal control.
The management of the Fund is responsible for establishing and
maintaining internal control. In fulfilling this responsibility,
estimates and judgments by management are required to assess the
expected benefits and related costs of controls. Generally,
controls that are relevant to an audit pertain to the entity's
objective of preparing financial statements for external purposes
that are fairly presented in conformity with generally accepted
accounting principles. Those controls include the safeguarding
of assets against unauthorized acquisition, use or disposition.
Because of inherent limitations in internal control, errors or
fraud may occur and not be detected. Also, projection of any
evaluation of internal control to future periods is subject to
the risk that controls may become inadequate because of changes
in conditions or that the effectiveness of their design and
operation may deteriorate.
Our consideration of internal control would not necessarily
disclose all matters in internal control that might be material
weaknesses under standards established by the American Institute
of Certified Public Accountants. A material weakness is a
condition in which the design or operation of one or more of the
internal control components does not reduce to a relatively low
level the risk that misstatements caused by error or fraud in
amounts that would be material in relation to the financial
statements being audited may occur and not be detected within a
timely period by employees in the normal course of performing
their assigned functions. However, we noted no matters involving
internal control and its operation, including controls for
safeguarding securities that we consider to be material
weaknesses as defined above as of August 31, 2000.
This report is intended solely for the information and use of the
Board of Directors of the Fund, management and the Securities and
Exchange Commission and is not intended to be and should not be
used by anyone other than these specified parties.
/s/PricewaterhouseCoopers LLP
Two Commerce Square
Philadelphia, Pennsylvania
October 13, 2000
EXHIBIT B:
SUB-ITEM 77I: Terms of new or amended securities
Certain shareholders of outstanding Institutional
Shares of the Credit Suisse Institutional U.S. Core Equity Fund
(the "Fund") were offered the opportunity to exchange their
Institutional Shares only for outstanding Common Shares of any
fund in the Credit Suisse Asset Management, LLC ("CSAM") family
of funds; provided, however, that any Common Shares of a fund in
the CSAM family of funds received by such shareholders as a
result of the offer, could not be subsequently exchanged for
Institutional Shares of the Fund, or any fund in the CSAM family
of funds.
EXHIBIT C:
SUB-ITEM 77Q1: Exhibits
(a) Articles of Amendment to the Articles of Incorporation
of the Warburg, Pincus U.S. Core Equity Fund, Inc.
ARTICLES OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
WARBURG, PINCUS U.S. CORE EQUITY FUND, INC.
HAL LIEBES and STUART J. COHEN, being Vice President and
Secretary and Assistant Secretary, respectively, of WARBURG, PINCUS
U.S. CORE EQUITY FUND, INC. (the "Corporation"), a corporation
organized and existing under and by virtue of the Maryland
Corporation Law, DO HEREBY CERTIFY:
FIRST: That the Board of Directors of the Corporation
adopted the following resolution at a meeting duly held on May 1,
2000, authorizing the Corporation to change its name:
RESOLVED, that the name of the Maryland Corporation be, and
hereby is, changed from "Warburg, Pincus U.S. Core Equity Fund, Inc."
to "Credit Suisse Institutional U.S. Core Equity Fund, Inc." and that
the officers of the Corporation, or their designees, be, and each of
them hereby is, authorized and directed to execute and file Articles
of Amendment to the Corporation's Articles of Incorporation with the
State of Maryland, and supplements or revisions to the Fund's
registration statement, and to do any and all such other lawful acts
as may be necessary or appropriate to perform and carry out the name
change.
SECOND: That pursuant to the above resolution of the Board
of Directors of the Corporation, effective as of May 10, 2000, the
name of the Corporation listed below be, and hereby is, changed as
follows:
Current Name:
WARBURG, PINCUS U.S. CORE EQUITY FUND, INC.
Proposed Name:
CREDIT SUISSE INSTITUTIONAL U.S. CORE EQUITY FUND, INC.
THIRD: That the amendment is limited to a change expressly
permitted by 2-605 of the Maryland General Corporation Law to be
made without action by the stockholders and that the Corporation is
registered as an open-end company under the Investment Company Act of
1940, as amended.
IN WITNESS WHEREOF, the undersigned have executed these
Articles of Amendment and do hereby acknowledge that it is the act
and deed of each of them and, under penalty of perjury, to the best
of the knowledge, information and belief of each of them, the matters
and facts contained herein are true in all material respects.
DATE: May , 2000
Hal Liebes
Vice President and Secretary
ATTEST:
Stuart J. Cohen
Assistant Secretary
