<PAGE>
As filed with the U.S. Securities and Exchange Commission
on August 11, 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. 20 [x]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT
OF 1940 [x]
Amendment No. 21 [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
<PAGE>
Approximate Date of Proposed Public Offering: September 1, 2000
It is proposed that this filing will become effective (check appropriate box):
[ ] immediately upon filing pursuant to paragraph (b)
[x] on August 31, 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.
----------------------------------
-2-
<PAGE>
The Prospectuses and Statements of Additional Information are incorporated by
reference to Post-Effective Amendment No. 19 filed on May 30, 2000.
-3-
<PAGE>
PART C
OTHER INFORMATION
Item 23. EXHIBITS
EXHIBIT NO. DESCRIPTION OF EXHIBIT
a (1) Articles of Incorporation(1).
(2) Articles of Amendment establishing the International
Equity Portfolio. (1)
(3) Articles of Amendment Establishing the Managed EAFE
Portfolio.(2)
(4) Articles Supplementary designating the Small Company
Growth Portfolio.(1)
(5) Articles Supplementary increasing the number of
authorized shares(1)
(6) Articles Supplementary designating Emerging Markets
Portfolio.(2)
(7) Articles of Amendment changing the name of Managed EAFE
Portfolio to Managed EAFE-Registered Trademark-
Countries Portfolio.(3)
(8) Articles Supplementary designating Value Portfolio. (4)
(9) Articles Supplementary designating Japan Growth
Portfolio, the Small Company Value Portfolio and the
Post-Venture Capital Portfolio.(5)
-------------------------------------
(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. 9 to Registrant's
Registration Statement on Form N-1A, filed with the Commission on August
20, 1996.
(3) Incorporated by reference to Post-Effective Amendment No. 10 to
Registrant's Registration Statement on Form N-1A, filed with the
Commission on January 28, 1997.
(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 12, 1997.
(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.
C-1
<PAGE>
(10) Articles of Amendment changing the name of the Post-
Venture Capital Portfolio to the Warburg Pincus Post-
Venture Capital Portfolio. (6)
(11) Articles of Amendment changing the name of Warburg,
Pincus Institutional Fund, Inc. to Credit Suisse
Institutional Fund, Inc. (6)
(12) 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. (7)
(2) Amendment to By-Laws. (8)
(3) Form of Amendment to By-Laws. (9)
(4) Amendment to By-Laws. (6)
c Registrant's Forms of Stock Certificates.(1)
d (1) Form of Investment Advisory Agreement.(10)
-------------------------------------
(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. 7 to Registrant's
Registration Statement on Form N-1A, filed with the Commission on April 19,
1996.
(8) 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.
(9) 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-14 of
Warburg, Pincus Global Fixed Income Fund, Inc., filed on February 17, 1998
(Securities Act File No. 33-36066; Investment Company Act File No.
811-06143).
(10) Incorporated by reference; material provisions of this exhibit
substantially similar to those of the corresponding exhibit in in the
Registration Statement on Form N-1A of Warburg, Pincus Global Post-Venture
Capital Fund, Inc. filed November 4,1999 (Securities Act File No.
333-90341).
C-2
<PAGE>
(2) Form of Investment Advisory Agreement -- Cash Reserve
Portfolio. (6)
(3) Form of Investment Advisory Agreement -- Global
Telecommunications Portfolio. (6)
(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.(11)
(2) Form of Custody Agreement with State Street Bank &
Trust Company -- Japan Growth Portfolio, Post-Venture
Capital Portfolio and Small Company Value
Portfolio.(5)
(3) Form of Custody Agreement with State Street Bank &
Trust Company -- International Equity, Global Fixed
Income and Value Portfolios.(12)
-------------------------------------
(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-14
of Warburg, Pincus Japan Growth Fund, Inc. filed on December 18, 1995
(Securities Act File No. 33-63655).
(12) 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).
C-3
<PAGE>
(4) Form of Custody Agreement with State Street Bank &
Trust Company -- Cash Reserve Portfolio and Major
Foreign Markets Portfolio.*
(5) Form of Custody Agreement with Custodial Trust
Company -- Long-Short Market Neutral Portfolio.*
(6) Form of Custody Agreement with Brown Brothers Harriman
& Co. -- Global Telecommunications Portfolio and High
Yield Portfolio.*
h (1) Form of Transfer Agency Agreement.(9)
(2)(A) Form of Letter Agreement between Registrant and State
Street pertaining to inclusion of the Small Company
Growth Portfolio under the Transfer Agency
Agreement.(1)
(2)(B) Form of Letter Agreement between Registrant and State
Street pertaining to inclusion of the Japan Growth
Portfolio under the Transfer Agency and Service
Agreement.(5)
(2)(C) Form of Letter Agreement between Registrant and State
Street pertaining to inclusion of the Small Company
Value Portfolio under the Transfer Agency and Service
Agreement.(5)
(2)(D) Form of Letter Agreement between Registrant and State
Street pertaining to inclusion of the Post-Venture
Capital Portfolio under the Transfer Agency and Service
Agreement.(5)
(2)(E) Form of Letter Agreement between Registrant and State
Street pertaining to the inclusion of 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)
(3) Form of Co-Administration Agreements with Credit Suisse
Asset Management Securities, Inc.(13)
(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.(2)
-------------------------------------
(13) Incorporated by reference to the Registration Statement on Form N-1A of
Warburg, Pincus Global Post-Venture Capital Fund, Inc., filed November 4,
1999 (Securities Act File No. 333-90341).
C-4
<PAGE>
(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) Form of Amendment to 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.*
(5) Form of Services Agreement.(5)
i (1) Opinion and Consent of Willkie Farr & Gallagher,
counsel to the Fund.(14)
(2) 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)
(3) 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)
(4) Opinion and consent of Hamada & Matsumoto, Japanese
counsel to the Fund, with respect to the Japan Growth
Portfolio. (14)
-------------------------------------
(14) Incorporated by reference to Post-Effective Amendment No. 18 to
Registrant's Registration Statement on Form N-14, filed with the Commission
on February 24, 2000
C-5
<PAGE>
j (1) Not Applicable.
(2) Powers of Attorney. (15)
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.(2)
(4) Purchase Agreement pertaining to the Value
Portfolio. (4)
(5) Purchase Agreement pertaining to the Japan Growth
Portfolio.(5)
(6) Purchase Agreement pertaining to the Small Company
Value Portfolio.(5)
(7) Purchase Agreement pertaining to the Post-Venture
Capital Portfolio.(5)
(8) Form of Purchase Agreement pertaining 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)
m Not applicable.
n Not applicable.
o Not applicable.
p (1) Form of Code of Ethics for Credit Suisse Asset
Management, LLC.(16)
-------------------------------------
(15) Incorporated by reference 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).
(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).
* To be filed by amendment.
C-6
<PAGE>
(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).*
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.
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).
C-7
<PAGE>
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 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.
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)
C-8
<PAGE>
(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
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)
Item 29. MANAGEMENT SERVICES
Not applicable.
Item 30. UNDERTAKINGS
Not applicable.
C-9
<PAGE>
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 11th 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, this Amendment has been
signed below by the following persons in the capacities and on the date
indicated:
Signature Title Date
---------- --------- --------
/s/William W. Priest* Chairman of the Board of August 11, 2000
--------------------------- Directors
William W. Priest
/s/Eugene L. Podsiadlo President August 11, 2000
---------------------------
Eugene L. Posiadlo
/s/Michael A. Pignataro Treasurer and Chief Financial August 11, 2000
--------------------------- Officer
Micnael A. Pignataro
/s/Richard H. Francis* Director August 11, 2000
---------------------------
Richard H. Francis
/s/Jack W. Fritz* Director August 11, 2000
---------------------------
Jack W. Fritz
/s/Jeffrey E. Garten* Director August 11, 2000
---------------------------
Jeffrey E. Garten
/s/James S. Pasman, Jr.* Director August 11, 2000
---------------------------
James S. Pasman
/s/Steven N. Rappaport* Director August 11, 2000
---------------------------
Steven N. Rappaport
/s/Alexander B. Trowbridge* Director August 11, 2000
---------------------------
Alaxander B. Trowbridge
*By:/s/Michael A. Pignataro
---------------------------
Michael A. Pignataro as Attorney-in-Fact
<PAGE>
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION OF EXHIBIT
