<PAGE>
As filed with the U.S. Securities and Exchange Commission
on August 30, 2000
Securities Act File No. 33-47880
Investment Company Act File No. 811-6670
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No. [ ]
----
Post-Effective Amendment No. 21 [X]
--
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT
OF 1940 [X]
Amendment No. 22 [X]
(Check appropriate box or boxes)
Credit Suisse Institutional Fund, Inc.
(formerly known as Warburg, Pincus Institutional Fund, Inc.)
...................................................
(Exact Name of Registrant as Specified in Charter)
466 Lexington Avenue
New York, New York 10017-3147
.........................................................................
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (212) 878-0600
Hal Liebes, Esq.
Credit Suisse Institutional Fund, Inc.
466 Lexington Avenue
New York, New York 10017-3147
.......................................
(Name and Address of Agent for Service)
Copy to:
Rose F. DiMartino, Esq.
Willkie Farr & Gallagher
787 Seventh Avenue
New York, New York 10019-6099
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Approximate Date of Proposed Public Offering: September 12, 2000
It is proposed that this filing will become effective (check appropriate box):
[ ] immediately upon filing pursuant to paragraph (b)
[X] on September 12, 2000 pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(1)
[ ] on [date] pursuant to paragraph (a)(1)
[ ] 75 days after filing pursuant to paragraph (a)(2)
[ ] on [date] pursuant to paragraph (a)(2) of Rule 485
If appropriate, check the following box:
[X] This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
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These Prospectuses and Statements of Additional Information are incorporated
by reference to Post-Effective Amendment No. 19 filed on May 30, 2000.
<PAGE>
PART C
OTHER INFORMATION
Item 23. Exhibits
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Exhibit No. Description of Exhibit
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a (1) Articles of Incorporation. (1)
(2) Articles of Amendment establishing the International Equity Portfolio. (1)
(3) Articles Supplementary designating the Small Company Growth Portfolio. (1)
(4) Articles Supplementary increasing the number of authorized shares (2)
(5) Articles Supplementary designating the Emerging Markets Portfolio. (3)
(6) Articles Supplementary designating the Value Portfolio. (4)
(7) Articles Supplementary designating the Japan Growth Portfolio, the Small
Company Value Portfolio and the Post-Venture Capital Portfolio. (5)
</TABLE>
(1) Incorporated by reference to Post-Effective Amendment No. 4 to
Registrant's Registration Statement on Form N-1A, filed with the
Commission on August 18, 1995.
(2) Incorporated by reference to Post-Effective Amendment No. 7 to
Registrant's Registration Statement on Form N-1A, filed with the
Commission on April 19, 1996.
(3) Incorporated by reference to Post-Effective Amendment No. 9 to
Registrant's Registration Statement on Form N-1A, filed with the
Commission on August 20, 1996.
(4) Incorporated by reference to Post-Effective Amendment No. 11 to
Registrant's Registration Statement on Form N-1A, filed with the
Commission on January 31, 1997.
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(8) Articles of Amendment changing the name of the Post-Venture Capital
Portfolio to the Warburg Pincus Post-Venture Capital Portfolio. (6)
(9) Articles of Amendment changing the name of Warburg, Pincus Institutional
Fund, Inc. to Credit Suisse Institutional Fund, Inc. (6)
(10) Articles Supplementary designating the Cash Reserve Portfolio, the Global
Telecommunications Portfolio, the High Yield Portfolio, the Long-Short
Market Neutral Portfolio and the Major Foreign Markets Portfolio. (6)
b(1) By-Laws. (1)
(2) Amendment to By-Laws. (7)
(3) Form of Amendment to By-Laws. (8)
(4) Amendment to By-Laws (6)
c Registrant's Forms of Stock Certificates. (1)
d(1) Investment Advisory Agreement. (9)
(2) Form of Investment Advisory Agreement -- Cash Reserve Portfolio. (6)
(3) Form of Investment Advisory Agreement -- Global Telecommunications
Portfolio. (6)
</TABLE>
(5) Incorporated by reference to Post-Effective Amendment No. 13 to
Registrant's Registration Statement on Form N-1A, filed with the
Commission on August 12, 1997.
(6) Incorporated by reference to Post-Effective Amendment No. 19 to
Registrant's Registration Statement on Form N-1A filed with the
Commission on May 30, 2000.
(7) Incorporated by reference to Post-Effective Amendment No. 8 to
Registrant's Registration Statement on Form N-1A, filed with the
Commission on July 2, 1996.
(8) Incorporated by reference; material provisions of this exhibit
substantially similar to those of the corresponding exhibit to
Post-Effective Amendment No. 8 to Registration Statement on Form
N-1A of Warburg, Pincus Global Fixed Income Fund, Inc. filed on
February 17, 1998 (Securities Act File No. 33-36066).
(9) Incorporated by reference; material provisions of this exhibit
substantially similar to those of the corresponding exhibit to the
Registration Statement on Form N-14 of Warburg, Pincus Global
Post-Venture Capital Fund, Inc., filed November 4, 1999 (Securities
Act File No. 333-90341).
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(4) Form of Investment Advisory Agreement -- High Yield Portfolio. (6)
(5) Form of Investment Advisory Agreement -- Long-Short Market Neutral
Portfolio. (6)
(6) Form of Investment Advisory Agreement -- Major Foreign Markets Portfolio. (6)
(7) Sub-Investment Advisory Agreement between Abbott Capital Management,
LLC and the Post-Venture Capital Portfolio.
(8) Form of Sub-Investment Advisory Agreement between Credit Suisse Asset
Management Limited and the Global Telecommunication Portfolio. (6)
e(1) Form of Distribution Agreement with Credit Suisse Asset Management Securities, Inc. (6)
f Not applicable.
g(1) Form of Custodian Contract with State Street Bank and Trust Company ("State Street")--Small
Company Growth Portfolio and Emerging Markets Portfolio. (10)
(2) Form of Custodian Contract with State Street Bank & Trust Company -- Japan Growth Portfolio,
Post-Venture Capital Portfolio and Small Company Value Portfolio. (5)
(3) Form of Custodian Contract with State Street Bank & Trust Company -- International Equity,
Global Fixed Income and Value Portfolios. (10)
(4) Form of Custodian Contract with State Street Bank & Trust Company -- Cash Reserve Portfolio
and Major Foreign Markets Portfolio. (10)
</TABLE>
(10) Incorporated by reference; material provisions of this exhibit
substantially similar to those of the corresponding exhibit to the
Registration Statement on Form N-14 of Warburg, Pincus Managed
EAFE-Registered Trademark- Countries Fund, Inc. filed on
November 5, 1997 (Securities Act File No. 333-39611).
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(5) Form of Custodian Contract with Custodial Trust Company -- Long-Short Market
Neutral Portfolio. (11)
(6) Form of Custodian Contract with Brown Brothers Harriman & Co. -- Global Telecommunications
Portfolio and High Yield Portfolio. (12)
h(1) Form of Transfer Agency and Service Agreement. (13)
(2)(A) Form of Letter Agreement under the Transfer Agency and Service Agreement -- the Small
Company Growth Portfolio. (1)
(2)(B) Form of Letter Agreement under the Transfer Agency and Service Agreement -- the Japan
Growth Portfolio. (5)
(2)(C) Form of Letter Agreement under the Transfer Agency and Service Agreement -- the Small
Company Value Portfolio. (5)
(2)(D) Form of Letter Agreement under the Transfer Agency and Service Agreement -- the Post-Venture
Capital Portfolio. (5)
(2)(E) Form of Letter Agreement under the Transfer Agency and Service Agreement -- the Cash Reserve
Portfolio, the Global Telecommunications Portfolio, the High Yield Portfolio, the Long-Short
Market Neutral Portfolio and the Major Foreign Markets Portfolio. (6)
</TABLE>
(11) Incorporated by reference; material provisions of this exhibit
substantially similar to those of the corresponding exhibit in
Pre-Effective Amendment No. 1 to the Registration Statement on Form
N-1A of Warburg, Pincus Long-Short Market Neutral Fund, Inc. filed
on August 14, 1998 (Securities Act File No. 333-60687).
(12) Incorporated by reference; material provisions of this exhibit
substantially similar to those of the corresponding exhibit in
Pre-Effective Amendment No. 1 to the Registration Statement on Form
N-1A of Warburg, Pincus Emerging Markets II Fund, Inc., filed on
August 14, 1998 (Securities Act File No. 333-60677).
(13) Incorporated by reference; material provisions of this exhibit
substantially similar to those of this exhibit in Pre-Effective
Amendment No. 1 to the Registration Statement on Form N-1A of
Warburg, Pincus Trust filed on June 14, 1995 (Securities Act File
No. 33-58125).
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(3) Form of Co-Administration Agreement with Credit Suisse Asset Management Securities, Inc. (9)
(4)(A) Form of Co-Administration Agreements with PFPC Inc. (10)
(4)(B) Form of Letter Agreement with PFPC Inc. relating to the Emerging Markets Portfolio. (3)
(4)(C) Form of Letter Agreement with PFPC Inc. relating to the Value Portfolio. (4)
(4)(D) Form of Co-Administration Agreement with PFPC Inc. relating to the Japan Growth Portfolio. (5)
(4)(E) Form of Co-Administration Agreement with PFPC Inc. relating to the Small Company Value Portfolio. (5)
(4)(F) Form of Co-Administration Agreement with PFPC Inc. relating to the Post-Venture Capital Portfolio. (5)
(4)(G) Form of Co-Administration Agreement with PFPC Inc. relating to the Cash Reserve Portfolio, the Global
Telecommunications Portfolio, the High Yield Portfolio, the Long-Short Market Neutral Portfolio and
the Major Foreign Markets Portfolio. (6)
(4)(H) Fee Agreement with PFPC Inc.
(5) Form of Services Agreement. (14)
i (1) Consent of Willkie Farr & Gallagher, counsel to the Fund.*
(2) Opinion and Consent of Willkie Farr & Gallagher, counsel to the Fund. (15)
(3) Consent of Willkie Farr & Gallagher, counsel to the Fund, and Opinion of Willkie Farr & Gallagher
relating to the establishment of the Japan Growth Portfolio, Small Company Value Portfolio and
Post-Venture Capital Portfolio. (5)
</TABLE>
(14) Incorporated by reference; material provisions of this exhibit are
substantially similar to those of the corresponding exhibit in
Pre-Effective Amendment No. 1 to the Registration Statement on Form
N-1A of Warburg, Pincus Japan Growth Fund, Inc. filed on December
18, 1995 (Securities Act File No. 33-63655).
(15) Incorporated by reference to Post-Effective Amendment No. 18 to
Registrant's Registration Statement on Form N-1A, filed with the
Commission on February 24, 2000.
* To be filed by amendment.
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(4) Opinion and Consent of Willkie Farr & Gallagher, counsel to the Fund, and Opinion of Willkie Farr
& Gallagher relating to the establishment of the Cash Reserve Portfolio, Global Telecommunications
Portfolio, High Yield Portfolio, Long-Short Market Neutral Portfolio and Major Foreign Markets
Portfolio. (6)
(5) Opinion and consent of Hamada & Matsumoto, Japanese counsel to the Fund, with respect to the Japan
Growth Portfolio. (15)
j(1) Consent of PricewaterhouseCoopers LLP, Independent Accountants.*
(2) Powers of Attorney. (9)
k Not applicable.
l(1) Purchase Agreement pertaining to the International Equity Portfolio and Global Fixed
Income Portfolio. (1)
(2) Form of Purchase Agreement pertaining to the Small Company Growth Portfolio. (1)
(3) Form of Purchase Agreement pertaining to the Emerging Market Portfolio. (3)
(4) Form of Purchase Agreement relating to the Value Portfolio. (4)
(5) Form of Purchase Agreement relating to the Japan Growth Portfolio. (5)
(6) Form of Purchase Agreement relating to the Small Company Value Portfolio. (5)
(7) Form of Purchase Agreement relating to the Post-Venture Capital Portfolio. (5)
(8) Form of Purchase Agreement relating to the Cash Reserve Portfolio, the Global
Telecommunications Portfolio, the
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High Yield Portfolio, the Long-Short Market Neutral Portfolio and the Major
Foreign Markets Portfolio. (6)
m Not applicable.
n Not applicable.
o Not applicable.
p(1) Form of Code of Ethics for Credit Suisse Asset Management, LLC. (16)
(2) Amended Form of Code of Ethics for Credit Suisse Asset Management, LLC.
(3) Form of Code of Ethics for Abbott Capital Management, LLC. (16)
(4) Form of Code of Ethics for Credit Suisse Asset Management Limited (London).
</TABLE>
Item 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL
WITH REGISTRANT
From time to time, Credit Suisse Asset Management, LLC ("CSAM,
LLC"), Registrant's investment adviser, may be deemed to control Registrant and
other registered investment companies it advises through its beneficial
ownership of more than 25% of the relevant fund's shares on behalf of
discretionary advisory clients. CSAM, LLC has three wholly-owned subsidiaries:
Warburg, Pincus Asset Management International, Inc., a Delaware corporation;
Warburg Pincus Asset Management (Japan), Inc., a Japanese corporation; and
Warburg Pincus Asset Management (Dublin) Limited, an Irish corporation.
Item 25. INDEMNIFICATION
Registrant, officers and directors of CSAM, LLC, Credit Suisse
Asset Management Securities, Inc. ("CSAMSI") and of Registrant are covered by
insurance policies indemnifying them for liability incurred in connection with
the operation of Registrant. Discussion of this coverage is incorporated by
reference to Item 27 of Part C of the Registration Statement of Warburg, Pincus
Post-Venture Capital Fund, Inc., filed on June 21, 1995.
(16) Incorporated by reference to Post-Effective Amendment No. 13 to the
Registration Statement on Form N-1A of Warburg, Pincus Trust filed
on April 26, 2000 (Securities Act File No. 33-58125).
C-7
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Item 26. (a) BUSINESS AND OTHER CONNECTIONS OF
INVESTMENT ADVISER
CSAM, LLC acts as investment adviser to each Portfolio. CSAM,
LLC renders investment advice to a wide variety of individual and institutional
clients. The list required by this Item 26 of officers and directors of CSAM,
LLC, together with information as to their other business, profession, vocation
or employment of a substantial nature during the past two years, is incorporated
by reference to Schedules A and D of Form ADV filed by CSAM, LLC (SEC File No.
801-37170).
(b) BUSINESS AND OTHER CONNECTIONS OF
SUB-INVESTMENT ADVISER AND ADMINISTRATOR
Abbott Capital Management, LLC ("Abbott") acts as
sub-investment adviser for the Registrant's Post-Venture Capital Portfolio.
Abbott renders investment advice and provides full-service private equity
programs to clients. The list required by this Item 26 of Officers and Directors
of Abbott, together with information as to their other business, profession,
vocation, or employment of a substantial nature during the past two years, is
incorporated by reference to Schedules A and D of Form ADV filed by Abbott (SEC
File No. 801-27914).
Credit Suisse Asset Management Limited ("CSAM U.K.") act as
sub-investment adviser for the Registrant. CSAM U.K. renders investment advice
and provides full-service private equity programs to clients. The list required
by this Item 28 of officers and partners of CSAM U.K., together with information
as to their other business, profession, vocation or employment of a substantial
nature during the past two years, is incorporated by reference to schedules A
and D of Form ADV filed by CSAM U.K. (SEC File No. 801-40177).
Item 27. PRINCIPAL UNDERWRITER
(a) CSAMSI acts as distributor for Registrant, as well as for
Credit Suisse Institutional International Growth Fund; Credit Suisse
Institutional Strategic Global Fixed Income Fund; Credit Suisse Institutional
U.S. Core Equity Fund; Credit Suisse Institutional U.S. Core Fixed Income Fund;
Warburg Pincus Balanced Fund; Warburg Pincus Capital Appreciation Fund; Warburg
Pincus Cash Reserve Fund; Warburg Pincus Central & Eastern Europe Fund; Warburg
Pincus Emerging Growth Fund; Warburg Pincus Emerging Markets Fund; Warburg
Pincus European Equity Fund; Warburg Pincus Fixed Income Fund; Warburg Pincus
Focus Fund; Warburg Pincus Global Fixed Income Fund; Warburg Pincus Global
Health Sciences Fund; Warburg Pincus Global Post-Venture Capital Fund; Warburg
Pincus Global Telecommunications Fund; Warburg Pincus High Yield Fund; Warburg
Pincus Intermediate Maturity Government Fund; Warburg Pincus International
Equity Fund; Warburg Pincus International Small Company Fund; Warburg Pincus
Japan Growth Fund; Warburg Pincus Japan Small Company Fund; Warburg Pincus
Long-Short Market Neutral Fund; Warburg Pincus Major Foreign Markets Fund;
Warburg Pincus Municipal Bond Fund; Warburg Pincus New York Intermediate
Municipal Fund; Warburg Pincus New York Tax Exempt Fund; Warburg Pincus Small
Company Growth Fund; Warburg Pincus Small Company Value Fund; Warburg Pincus
Trust; Warburg Pincus
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Trust II; Warburg Pincus Value Fund; Warburg Pincus WorldPerks Money Market
Fund and Warburg Pincus WorldPerks Tax Free Money Market Fund.
(b) For information relating to each director, officer or
partner of CSAMSI, reference is made to Form BD (SEC File No. 8-32482) filed by
CSAMSI under the Securities Exchange Act of 1934.
(c) None.
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Item 28. LOCATION OF ACCOUNTS AND RECORDS
(1) Credit Suisse Institutional Fund, Inc.
466 Lexington Avenue
New York, New York 10017-3147
(Fund's Articles of Incorporation, By-Laws and minute books)
(2) Credit Suisse Asset Management, LLC
One Citicorp Center
153 East 53rd Street
New York, New York 10022
(records relating to its functions as investment adviser)
(3) PFPC Inc.
400 Bellevue Parkway
Wilmington, Delaware 19809
(records relating to its functions as co-administrator)
(4) Credit Suisse Asset Management Securities, Inc.
466 Lexington Avenue
New York, New York 10017-3147
(records relating to its functions as co-administrator and distributor)
(5) State Street Bank and Trust Company
225 Franklin Street
Boston, Massachusetts 02110
(records relating to its functions as custodian, shareholder servicing
agent, transfer agent and dividend disbursing agent)
(6) Boston Financial Data Services, Inc.
2 Heritage Drive
North Quincy, Massachusetts 02171
(records relating to its functions as shareholder servicing agent,
transfer agent and dividend disbursing agent)
(7) Credit Suisse Asset Management Limited
Beaufort House
15 St Botolph
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London, EC3A7JJ
(records relating to its functions as sub-investment adviser and administrator)
(8) Brown Brothers Harriman & Co.
40 Water Street
Boston, Massachusetts 02109
(records relating to its functions as custodian)
(9) Custodian Trust Company
101 Carnegie Center
Princeton, New Jersey 08540
(records relating to its functions as custodian)
</TABLE>
Item 29. MANAGEMENT SERVICES
Not applicable.
Item 30. UNDERTAKINGS
Not applicable.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
and the Investment Company Act of 1940, as amended, the Registrant certifies
that it meets all of the requirements for effectiveness of this Amendment to the
Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933,
as amended, and has duly caused this Amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York and the State of
New York, on the 30th day of August, 2000.
CREDIT SUISSE INSTITUTIONAL FUND, INC.
By:/S/EUGENE L. PODSIADLO
Eugene L. Podsiadlo
President
Pursuant to the requirements of the Securities Act of 1933, this
Amendment has been signed below by the following persons in the capacities and
on the date indicated:
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SIGNATURE TITLE DATE
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/s/ WILLIAM W. PRIEST* Chairman of the Board of August 30, 2000
------------------------------ Directors
William W. Priest
/s/ EUGENE L. PODSIADLO President August 30, 2000
------------------------------
Eugene L. Podsiadlo
/s/ MICHAEL A. PIGNATARO Treasurer and Chief Financial August 30, 2000
------------------------------ Officer
Michael A. Pignataro
/s/ RICHARD H. FRANCIS* Director August 30, 2000
------------------------------
Richard H. Francis
/s/ JACK W. FRITZ* Director August 30, 2000
------------------------------
Jack W. Fritz
/s/ JEFFREY E. GARTEN* Director August 30, 2000
------------------------------
Jeffrey E. Garten
/s/ JAMES S. PASMAN, JR.* Director August 30, 2000
------------------------------
James S. Pasman, Jr.
/s/ STEVEN N. RAPPAPORT* Director August 30, 2000
------------------------------
Steven N. Rappaport
/s/ ALEXANDER B. TROWBRIDGE* Director August 30, 2000
------------------------------
Alexander B. Trowbridge
*By: /s/ MICHAEL A. PIGNATARO
--------------------------
Michael A. Pignataro as Attorney-in-Fact
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INDEX TO EXHIBITS
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EXHIBIT NO. DESCRIPTION OF EXHIBIT
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d(7) Sub-Investment Advisory Agreement between Abbott Capital Management, LLC and
the Post-Venture Capital Portfolio.
h(4)(H) Fee Agreement with PFPC Inc.
p(2) Amended Form of Code of Ethics for Credit Suisse Asset Management, LLC.
(4) Form of Code of Ethics for Credit Suisse Asset Management Limited (London).
</TABLE>
