INVESTMENT ADVISORY AGREEMENT
________________, 2000
Credit Suisse Asset Management, LLC
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Dear Sirs:
Credit Suisse Institutional Fund, Inc. (the "Fund"), a corporation
organized and existing under the laws of the State of Maryland, is an open-end,
management investment company that currently offers twelve portfolios, one of
which is the Major Foreign Markets Portfolio (the "Portfolio"). The Fund on
behalf of the Portfolio herewith confirms its agreement with Credit Suisse Asset
Management, LLC (the "Adviser") as follows:
1. INVESTMENT DESCRIPTION; APPOINTMENT
The Fund desires to employ the capital of the Portfolio by investing and
reinvesting in investments of the kind and in accordance with the limitations
specified in its Articles of Incorporation, as may be amended from time to time,
and in its Prospectus and Statement of Additional Information relating to the
Portfolio as from time to time in effect (the "Prospectus" and "SAI,"
respectively), and in such manner and to such extent as may from time to time be
approved by the Board of Directors of the Fund. Copies of the Fund's Prospectus
and SAI relating to the Portfolio have been or will be submitted to the Adviser.
The Fund desires to employ and hereby appoints the Adviser to act as investment
adviser to the Portfolio. The Adviser accepts the appointment and agrees to
furnish the services for the compensation set forth below.
2. SERVICES AS INVESTMENT ADVISER
Subject to the supervision and direction of the Board of Directors of the
Fund, the Adviser will (a) act in strict conformity with the Fund's Articles of
Incorporation, the Investment Company Act of 1940 (the "1940 Act") and the
Investment Advisers Act of 1940, as the same may from time to time be amended,
(b) manage the Portfolio's assets in accordance with the Portfolio's investment
objective and policies as stated in the Fund's Prospectus and SAI relating to
the Portfolio, (c) make investment decisions for the Portfolio, (d) place
purchase and sale orders for securities
on behalf of the Portfolio, (e) exercise voting rights in respect of portfolio
securities and other investments for the Portfolio, and (f) monitor and evaluate
the services provided by the Portfolio's investment sub-adviser(s), if any,
under the terms of the applicable investment sub-advisory agreement(s). In
providing those services, the Adviser will provide investment research and
supervision of the Portfolio's investments and conduct a continual program of
investment, evaluation and, if appropriate, sale and reinvestment of the
Portfolio's assets. In addition, the Adviser will furnish the Fund with whatever
statistical information the Fund may reasonably request with respect to the
securities that the Portfolio may hold or contemplate purchasing.
Subject to the approval of the Board of Directors of the Fund and where
required, the Fund's shareholders, the Adviser may engage an investment
sub-adviser or sub-advisers to provide advisory services in respect of the
Portfolio and may delegate to such investment sub-adviser(s) the
responsibilities described in subparagraphs (b), (c), (d) and (e) above. In the
event that an investment sub-adviser's engagement has been terminated, the
Adviser shall be responsible for furnishing the Portfolio with the services
required to be performed by such investment sub-adviser(s) under the applicable
investment sub-advisory agreements or arranging for a successor investment
sub-adviser(s) to provide such services on terms and conditions acceptable to
the Portfolio and the Fund's Board of Directors and subject to the requirements
of the 1940 Act.
3. BROKERAGE
In executing transactions for the Portfolio, selecting brokers or dealers
and negotiating any brokerage commission rates, the Adviser will use its best
efforts to seek the best overall terms available. In assessing the best overall
terms available for any portfolio transaction, the Adviser will consider all
factors it deems relevant including, but not limited to, breadth of the market
in the security, the price of the security, the financial condition and
execution capability of the broker or dealer and the reasonableness of any
commission for the specific transaction and for transactions executed through
the broker or dealer in the aggregate. In selecting brokers or dealers
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to execute a particular transaction and in evaluating the best overall terms
available, the Adviser may consider the brokerage and research services (as
those terms are defined in Section 28(e) of the Securities Exchange Act of 1934,
as the same may from time to time be amended) provided to the Portfolio and/or
other accounts over which the Adviser or an affiliate exercises investment
discretion.
4. INFORMATION PROVIDED TO THE FUND
The Adviser will keep the Fund informed of developments materially
affecting the Portfolio, and will, on its own initiative, furnish the Fund from
time to time with whatever information the Adviser believes is appropriate for
this purpose.
5. STANDARD OF CARE
The Adviser shall exercise its best judgment in rendering the services
listed in paragraphs 2, 3 and 4 above. The Adviser shall not be liable for any
error of judgment or mistake of law or for any loss suffered by the Fund or the
Portfolio in connection with the matters to which this Agreement relates,
provided that nothing herein shall be deemed to protect or purport to protect
the Adviser against any liability to the Fund or the Portfolio or to
shareholders of the Fund or the Portfolio to which the Adviser would otherwise
be subject by reason of willful misfeasance, bad faith or gross negligence on
its part in the performance of its duties or by reason of the Adviser's reckless
disregard of its obligations and duties under this Agreement.
6. COMPENSATION
In consideration of the services rendered pursuant to this Agreement, the
Portfolio will pay the Adviser an annual fee calculated at an annual rate of
____% of the Portfolio's average daily net assets. The fee for the period from
the date of this Agreement to the end of the year shall be prorated according to
the proportion that such period bears to the full yearly period. Upon any
termination of this Agreement before the end of a year, the fee for such part of
that year shall be prorated according to the proportion that such period bears
to the full yearly
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period and shall be payable upon the date of termination of this Agreement. For
the purpose of determining fees payable to the Adviser, the value of the
Portfolio's net assets shall be computed at the times and in the manner
specified in the Fund's Prospectus or SAI relating to the Portfolio.
7. EXPENSES
The Adviser will bear all expenses in connection with the performance of
its services under this Agreement, including the fees payable to any investment
sub-adviser engaged pursuant to paragraph 2 of this Agreement. The Portfolio
will bear its proportionate share of certain other expenses to be incurred in
its operation, including: investment advisory and administration fees; taxes,
interest, brokerage fees and commissions, if any; fees of Directors of the Fund
who are not officers, directors, or employees of the Adviser, any sub-adviser or
any of their affiliates; fees of any pricing service employed to value shares of
the Portfolio; Securities and Exchange Commission fees and state blue sky
qualification fees; charges of custodians and transfer and dividend disbursing
agents; the Portfolio's proportionate share of insurance premiums; outside
auditing and legal expenses; costs of maintenance of the Portfolio's existence;
costs attributable to investor services, including, without limitation,
telephone and personnel expenses; costs of preparing and printing prospectuses
and statements of additional information for regulatory purposes and for
distribution to existing shareholders; costs of shareholders' reports and
meetings of the shareholders of the Portfolio and of the officers or Board of
Directors of the Fund; and any extraordinary expenses.
The Fund will be responsible for nonrecurring expenses which may arise,
including costs of litigation to which the Portfolio is a party and of
indemnifying officers and Directors of the Fund with respect to such litigation
and other expenses as determined by the Directors.
8. SERVICES TO OTHER COMPANIES OR ACCOUNTS
The Fund understands that the Adviser now acts, will continue to act and
may act in the future as investment adviser to fiduciary and other managed
accounts and to one
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or more other investment companies or series of investment companies, and the
Fund has no objection to the Adviser so acting, provided that whenever the
Portfolio and one or more other accounts or investment companies or portfolios
advised by the Adviser have available funds for investment, investments suitable
and appropriate for each will be allocated in accordance with a formula believed
to be equitable to each entity. The Fund recognizes that in some cases this
procedure may adversely affect the size of the position obtainable for the
Portfolio. In addition, the Fund understands that the persons employed by the
Adviser to assist in the performance of the Adviser's duties hereunder will not
devote their full time to such service and nothing contained herein shall be
deemed to limit or restrict the right of the Adviser or any affiliate of the
Adviser to engage in and devote time and attention to other businesses or to
render services of whatever kind or nature, provided that doing so does not
adversely affect the ability of the adviser to perform its services under this
Agreement.
9. TERM OF AGREEMENT
This Agreement shall continue for an initial two-year period commencing on
the date first written above, and thereafter shall continue automatically for
successive annual periods, provided such continuance is specifically approved at
least annually by (a) the Board of Directors of the Fund or (b) a vote of a
"majority" (as defined in the 0000 Xxx) of the Fund's outstanding voting
securities, provided that in either event the continuance is also approved by a
majority of the Board of Directors who are not "interested persons" (as defined
in said Act) of any party to this Agreement, by vote cast in person at a meeting
called for the purpose of voting on such approval. This Agreement is terminable,
without penalty, on 60 days' written notice, by the Board of Directors of the
Fund or by vote of holders of a majority of the Fund's shares, or upon 90 days'
written notice, by the Adviser. This Agreement will also terminate automatically
in the event of its assignment (as defined in said Act).
10. REPRESENTATION BY THE FUND
The Fund represents that a copy of its Articles of Incorporation, dated May
13, 1992, together with all
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amendments thereto, is on file in the Department of Assessments and Taxation of
the State of Maryland.
11. MISCELLANEOUS
The Fund recognizes that directors, officers and employees of the Adviser
may from time to time serve as directors, trustees, officers and employees of
corporations and business trusts (including other investment companies) and that
such other corporations and trusts may include the name "Warburg", "Warburg
Pincus", "CS", "CSAM", "Credit Suisse" or "Credit Suisse Warburg Pincus" as part
of their names, and that the Adviser or its affiliates may enter into advisory
or other agreements with such other corporations and trusts. If the Adviser
ceases to act as the investment adviser of the Fund's shares, the Fund agrees
that, at the Adviser's request, the Fund's license to use the words "Warburg",
"Warburg Pincus", "CS", "CSAM", "Credit Suisse" or "Credit Suisse Warburg
Pincus" will terminate and that the Fund will take all necessary action to
change the name of the Fund to names not including the words "Warburg" "Warburg
Pincus", "CS", "CSAM", "Credit Suisse" or "Credit Suisse Warburg Pincus".
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Please confirm that the foregoing is in accordance with your understanding
by indicating your acceptance hereof at the place below indicated, whereupon it
shall become a binding agreement between us.
Very truly yours,
CREDIT SUISSE
INSTITUTIONAL FUND, INC.
By: _______________________________
Name: _________________________
Title: ________________________
Accepted:
CREDIT SUISSE ASSET MANAGEMENT, LLC
By: ____________________________
Name: ______________________
Title: _____________________
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