EXHIBIT d
CSAM INVESTMENT ADVISORY AGREEMENT
__________ __, 2001
Credit Suisse Asset Management, LLC
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Dear Sirs:
Credit Suisse Institutional Money Market 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 two
portfolios- Prime and Government (each a "Portfolio"). The Fund, on behalf of
each 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 each 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 the Fund's Prospectus(es) and Statement(s) of Additional
Information relating to each 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 Portfolios 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 each 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 each Portfolio's assets in accordance with the Fund's
investment objective each Portfolio and policies as stated in the Prospectuses
and SAI relating to the Portfolios, (c) make investment decisions for each
Portfolio, (d) place purchase and sale orders for securities on behalf of each
Portfolio, (e) exercise voting rights in respect of portfolio securities and
other investments for each Portfolio, and (f) monitor and evaluate the services
provided by the Fund'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 each Portfolio's
investments and conduct a continual program of investment, evaluation and, if
appropriate, sale and reinvestment of each 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 Portfolios may hold
or contemplate purchasing.
Subject to the approval of the Board of Directors of the Fund
and where required, a Portfolio's shareholders, the Adviser may engage an
investment sub-adviser or sub-advisers to provide advisory services in respect
of a 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 Fund 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 Fund and the Fund's Board of Directors and subject to the requirements of
the 1940 Act.
3. Brokerage
In executing transactions for the Portfolios, 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 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 Portfolios 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 Portfolios, 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
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 a Portfolio or to shareholders of the Fund
or a 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, each Portfolio will pay the Adviser an annual fee calculated at an
annual rate of 0.20% of that 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 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 a Portfolio's net
assets shall be computed at the times and in the manner specified in the Fund's
Prospectuses or SAI.
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.
Each 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 a Portfolio; Securities and Exchange Commission fees and state
blue sky qualification fees; charges of custodians and transfer and dividend
disbursing agents; a Portfolio's proportionate share of insurance premiums;
outside auditing and legal expenses; costs of maintenance of such 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 Fund 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 a 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 or more other investment companies or series of
investment companies, and the Fund has no objection to the Adviser so acting,
provided that whenever a 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 a 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 ▇▇▇▇ ▇▇▇) of a Portfolio'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 a
Portfolio'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 August 16, 2001, together with all 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", "CSFB", "CSAM", "Credit Suisse" or "Credit
Suisse Warburg Pincus" (or any combination thereof) 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",
"CSFB", "CSAM", "Credit Suisse" or "Credit Suisse Warburg Pincus" (or any
combination thereof) 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", "CSFB", "CSAM", "Credit Suisse" or "Credit Suisse
Warburg Pincus" (or any combination thereof).
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
MONEY MARKET FUND, INC.
By:
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Name:
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Title:
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Accepted:
CREDIT SUISSE ASSET MANAGEMENT, LLC
By:
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Name:
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Title:
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