As filed with the Securities and Exchange Commission on August 20, 1997
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant /x/
Filed by a party other than the registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement / / Confidential, for Use of
the Commission Only
/x/ Definitive Proxy Statement (as permitted by Rule
14a-6(e)(2))
/x/ Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
NOMURA PACIFIC BASIN FUND, INC.
(Name of Registrant as Specified in Its Charter)
________________________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
/x/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined.):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
- --------------------------------------------------------------------------------
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration state-
<PAGE>
ment number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
- --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
- --------------------------------------------------------------------------------
(3) Filing Party:
- --------------------------------------------------------------------------------
(4) Date Filed:
- --------------------------------------------------------------------------------
2
<PAGE>
NOMURA PACIFIC BASIN FUND, INC.
180 MAIDEN LANE
NEW YORK, NEW YORK 10038
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
SEPTEMBER 24, 1997
TO THE SHAREHOLDERS OF
NOMURA PACIFIC BASIN FUND, INC.:
Notice is hereby given that a Special Meeting of Shareholders (the
"Meeting") of Nomura Pacific Basin Fund, Inc. (the "Fund") will be held at the
offices of Nomura Capital Management, Inc., 180 Maiden Lane, New York, New York
on Wednesday, September 24, 1997 at 10:00 A.M. for the following purposes:
(1) To elect six Directors to serve for an indefinite term until their
successors are elected and qualified; (2) To consider and act upon a
proposal to ratify the selection of Price Waterhouse LLP as independent
accountants of the Fund for its fiscal year ending March 31, 1998;
(3) To consider and act upon a proposal to approve a new Management
Agreement between the Fund and Nomura Asset Management U.S.A. Inc.;
(4) To consider and act upon a proposal to approve a new Investment
Advisory Agreement between Nomura Asset Management U.S.A. Inc. and Nomura
Asset Management Co., Ltd.;
(5) To consider and act upon a proposal to approve a new Investment
Advisory Agreement between Nomura Asset Management U.S.A. Inc. and Nomura
Asset Management Singapore Ltd.;
(6) To consider and act upon a proposal to amend the Fund's Charter to
permit the Fund to offer multiple classes of shares;
(7) To consider and act upon a proposal to remove certain fundamental
investment restrictions no longer required by state securities laws; and
(8) To transact such other business as may properly come before the
Meeting or any adjournment thereof. The Board of Directors has fixed the
close of business on August 4, 1997, as the record date for the
determination of shareholders entitled to notice of and to vote at the
meeting or any adjournment thereof.
A complete list of the shareholders of the Fund entitled to vote at the
Meeting will be available and open to the examination of any shareholder of the
Fund for any purpose germane to the Meeting during ordinary business hours from
and after September 10, 1997, at the offices of the Fund, 180 Maiden Lane, New
York, New York.
You are cordially invited to attend the Meeting. Shareholders who do not
expect to attend the Meeting in person are requested to complete, date and sign
the enclosed form of proxy and return it promptly in the envelope provided for
that purpose.
The enclosed proxy is being solicited on behalf of the Board of Directors of the
Fund.
By Order of the Board of Directors
JOHN F. WALLACE
Secretary
New York, New York
Dated: August 20, 1997
<PAGE>
PROXY STATEMENT
NOMURA PACIFIC BASIN FUND, INC.
180 MAIDEN LANE
NEW YORK, NEW YORK 10038
----------
SPECIAL MEETING OF SHAREHOLDERS
SEPTEMBER 24, 1997
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of Nomura Pacific Basin Fund, Inc.,
a Maryland corporation (the "Fund"), to be voted at the Special Meeting of
Shareholders of the Fund (the "Meeting") to be held at the offices of Nomura
Capital Management, Inc. ("NCM"), 180 Maiden Lane, New York, New York, on
Wednesday, September 24, 1997, at 10:00 A.M. The approximate mailing date of
this Proxy Statement is August 21, 1997.
All properly executed proxies received prior to the Meeting will be voted
at the Meeting in accordance with the instructions marked thereon or otherwise
as provided therein. Unless instructions to the contrary are marked, proxies
will be voted (a) FOR the election of six Directors, (b) FOR the ratification of
the selection of independent accountants, (c) FOR the approval of a new
Management Agreement between the Fund and Nomura Asset Management U.S.A. Inc.
("NAM-U.S.A."), (d) FOR the approval of a new Investment Advisory Agreement
between NAM-U.S.A. and Nomura Asset Management Co., Ltd. ("NAM"), (e) FOR the
approval of a new Investment Advisory Agreement between NAM-U.S.A. and Nomura
Asset Management Singapore Ltd. ("NAM-Singapore"), (f) FOR the approval of
amendments to the Fund's Charter to permit the Fund to offer multiple classes of
shares, and (g) FOR the approval of removing certain fundamental investment
restrictions no longer required by state securities laws. Any proxy may be
revoked at any time prior to the exercise thereof by giving written notice to
the Secretary of the Fund at the Fund's address indicated above or by voting in
person at the Meeting.
The Board of Directors has fixed the close of business on August 4, 1997,
as the record date for the determination of shareholders entitled to notice of
and to vote at the Meeting and at any adjournment thereof. Shareholders on the
record date will be entitled to one vote for each share held, with no shares
having cumulative voting rights. As of August 4, 1997, the Fund had outstanding
1,543,741 shares of Common Stock, par value $0.10 per share.
The Board of Directors of the Fund knows of no business other than that
mentioned in Items 1 through 7 of the Notice of Meeting which will be presented
for consideration at the Meeting. If any other matter is properly presented, it
is the intention of the persons named in the enclosed proxy to vote in
accordance with their best judgment.
ITEM 1. ELECTION OF DIRECTORS
At the Meeting six Directors will be elected to serve for an indefinite
term until their successors are elected and qualified. There normally will be no
meetings of shareholders for the purpose of electing Directors unless and until
such time as less than a majority of the Directors holding office have been
elected by shareholders, at which time the Directors then in office will call a
special meeting of shareholders for the election of Directors. Shareholders may,
in accordance with Maryland law, cause a meeting of shareholders to be held for
the purpose of voting on the removal of Directors at the request of 25% of the
outstanding shares of the Fund. A Director may be removed at a special meeting
of shareholders by a vote of a majority of the votes entitled to be cast for the
election of Directors.
1
<PAGE>
It is the intention of the persons named in the enclosed proxy to nominate
and vote in favor of the election of the persons listed below.
<TABLE>
<CAPTION>
Shares of
Common Stock
of the Fund
Principal Occupations Beneficially
Name and Address During Past Five Years Director Owned at
of Nominee and Public Directorships(1) Age Since August 4, 1997
---------------- ------------------------ --- ------ --------------
<S> <C> <C> <C> <C>
William G. Barker, Jr. (2).......... Consultant to the television industry 64 1993 -0-
111 Parsonage Road since 1991; Senior Vice President
Greenwich, Connecticut 06830 and Chief Financial Officer of The
CBS/Fox Company from 1982 to 1991.
George H. Chittenden (2)............ Director of Bank Audi (US). 80 1985 -0-
155 Buffalo Bay, Neck Road
Madison, Connecticut 06443
Haruo Sawada (3).................... President of the Fund since 1997; 47 1997 -0-
180 Maiden Lane President and Director of NCM
New York, New York 10038 since 1997; General Manager of
Nomura Investment Management
Co., Ltd. ("NIMCO") from 1994
to 1996; Senior Vice President of
NCM from 1990 to 1994.
Chor Weng Tan (2)................... Managing Director for Education, The 61 1985 -0-
345 East 47th Street American Society of Mechanical
New York, New York 10017 Engineering since 1991;
Professor, School of Engineering,
The Cooper Union from 1963 to
1991; Dean, School of
Engineering, The Cooper Union
from 1975 to 1987; Executive
Officer, The Cooper Union
Research Foundation from 1976
to 1987; Program Director,
Presidential Young Investigator
Awards of National Science
Foundation from 1987 to 1989;
and Director, Tround
International, Inc.
Arthur R. Taylor (2)................ President of Muhlenberg College since 62 1985 -0-
2400 Chew Street 1992; Dean of the Faculty of
Allentown, Pennsylvania 18104 Business of Fordham University
from 1985 to 1992; Chairman of
Arthur R. Taylor & Co.
(investment firm); and Director
of Louisiana Land & Exploration
Company and Pitney Bowes, Inc.
from 1982 to 1997.
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
Shares of
Common Stock
of the Fund
Principal Occupations Beneficially
Name and Address During Past Five Years Director Owned at
of Nominee and Public Directorships(1) Age Since August 4, 1997
---------------- ------------------------ --- ------ --------------
<S> <C> <C> <C> <C>
John F. Wallace (3)................. Secretary and Treasurer of the Fund 68 1990 -0-
180 Maiden Lane since 1985; Senior Vice President
New York, New York 10038 of NCM since 1981, Secretary
since 1976, Treasurer since 1984 and
Director since 1986; Senior Vice
President of Nomura Securities
International, Inc. ("NSI") since 1978,
Secretary from 1977 to 1991, and
Director from 1983 to 1991.
</TABLE>
- --------------
(1) Each of the nominees is also a director of Jakarta Growth Fund, Inc., Japan
OTC Equity Fund, Inc., and Korea Equity Fund, Inc., investment companies
for which NCM acts as manager.
(2) Member of Audit Committee and Nominating Committee of the Board of
Directors.
(3) "Interested person," as defined in the Investment Company Act of 1940, as
amended (the "Investment Company Act"), of the Fund.
Committees and Directors' Meetings. The Board of Directors has a standing
Audit Committee and Nominating Committee, each of which consists of the
Directors who are not "interested persons" of the Fund within the meaning of the
Investment Company Act. The principal purpose of the Audit Committee is to
review the scope of the annual audit conducted by the Fund's independent
accountants and the evaluation by such accountants of the accounting procedures
followed by the Fund. The principal purpose of the Nominating Committee is to
select and nominate the Directors who are not "interested persons" of the Fund
as defined in the Investment Company Act. The Nominating Committee will consider
nominees recommended by shareholders of the Fund. Shareholders should submit
nominees to the Secretary of the Fund. The Fund has no standing Compensation
Committee.
During the fiscal year ended March 31, 1997, the Board of Directors held
seven meetings; the Audit Committee held one meeting; and the Nominating
Committee held one meeting. Each Director attended at least 75% of the meetings
of the Board of Directors, and each Director who is a member of the Audit and
Nominating Committees attended at least 75% of the meetings of such Committees
held during such period.
Interested Persons. The Fund considers two nominees, Messrs. Sawada and
Wallace, to be "interested persons" of the Fund within the meaning of Section
2(a)(19) of the Investment Company Act. Mr. Sawada is President of the Fund and
the President and a director of NCM. Mr. Wallace is Secretary and Treasurer of
the Fund, Senior Vice President, Secretary, Treasurer and a director of NCM and
Senior Vice President of NSI, which is an affiliate of NCM.
Compensation of Directors. The Manager pays all compensation of all
Directors of the Fund who are affiliated with the Manager or any of its
affiliates. The Fund pays to each Director not affiliated with the Manager an
annual fee of $5,000 plus $500 per meeting attended, together with a Director's
actual out-of-pocket expenses related to attendance at meetings. Such fees and
expenses aggregated $40,393 for the fiscal year ended March 31, 1997. The Fund
has paid affiliated Directors' out-of-pocket expenses in connection with
attendance at meetings of the Board of Directors; such expenses aggregated
$2,206 for the fiscal year ended March 31, 1997.
3
<PAGE>
The following table sets forth for the periods indicated compensation paid
by the Fund to its Directors and the aggregate compensation paid by all
investment companies managed by NCM or advised by NIMCO to the Directors:
<TABLE>
<CAPTION>
Aggregate Pension or Retirement Total Compensation from
Compensation Benefits Accrued as Part of Fund Complex Paid to
from Fund for Fund Expenses for its Directors During the
its Fiscal Year Ended Fiscal Year Ended Calendar Year Ended
Name of Director March 31, 1997 March 31, 1997 December 31, 1996*
--------------- ----------------- --------------------- --------------------
<S> <C> <C>
William G. Barker, Jr................... $8,500 None $33,000
George H. Chittenden.................... $8,500 None $33,000
Haruo Sawada............................ -- None --
Chor Weng Tan........................... $8,500 None $33,000
Arthur R. Taylor........................ $8,500 None $33,000
</TABLE>
- -----------------
* In addition to the Fund, the "Fund Complex" includes Jakarta Growth Fund,
Inc., Japan OTC Equity Fund, Inc., and Korea Equity Fund, Inc.
Officers of the Fund. The following table sets forth information
concerning the officers of the Fund. Officers of the Fund are elected and
appointed by the Directors and hold office until they resign, are removed or are
otherwise disqualified to serve.
<TABLE>
<CAPTION>
Shares of Common
Stock of the Fund
Beneficially
Name and Principal Officer Owned at
Occupation During Past Five Years Office Age Since August 4, 1997
--------------------------------- ------ --- ----- --------------
<S> <C> <C> <C> <C>
Haruo Sawada..................................... President 47 1997 -0-
President and Director of NCM since 1997,
General Manager of NIMCO from 1994 to 1996, Senior Vice President of NCM
from 1990 to 1994.
Mitsutoyo Kohno.................................. Vice President 48 1990 -0-
Senior Vice President of NCM since 1991
and Director since 1994, Vice President
from 1989 to 1991.
John F. Wallace.................................. Secretary and 68 1985 -0-
Senior Vice President of NCM since 1981, Treasurer
Secretary since 1976, Treasurer since 1984
and Director since 1986. Senior Vice President
of NSI since 1978, Secretary from 1977 to 1991,
and Director from 1983 to 1991.
</TABLE>
Stock Ownership. At August 4, 1997, the Directors and officers of the Fund
as a group (7 persons) owned no shares of the Fund. Mr. Sawada, President of the
Fund, and Mr. Mitsutoyo Kohno, Vice President of the Fund, together own less
than 1% of the shares of The Nomura Securities Co., Ltd., an affiliate of both
NCM and NIMCO.
4
<PAGE>
ITEM 2. SELECTION OF INDEPENDENT ACCOUNTANTS
On the recommendation of the Audit Committee, the Board of Directors of
the Fund, including a majority of the Directors who are not interested persons
of the Fund, has selected the firm of Price Waterhouse LLP ("Price Waterhouse"),
as independent accountants, to audit the financial statements of the Fund for
the fiscal year ending March 31, 1998. Price Waterhouse has acted as the Fund's
independent accountants since the inception of the Fund. The Fund knows of no
direct or indirect financial interest of such firm in the Fund. Such appointment
is subject to ratification or rejection by the shareholders of the Fund. Unless
a contrary specification is made, the accompanying proxy will be voted in favor
of ratifying the selection of such accountants.
Price Waterhouse also acts as independent accountants for The Nomura
Securities Co., Ltd. and certain of its affiliated entities, including NCM, and
for three other investment companies for which NCM acts as manager. The Board of
Directors of the Fund considered the fact that Price Waterhouse has been
retained as the independent accountants for these other entities in its
evaluation of the ability of Price Waterhouse to also function in that capacity
for the Fund.
A representative of Price Waterhouse is expected to be present at the
Meeting and will have the opportunity to respond to questions from shareholders
and to make a statement if such person so desires.
ITEMS 3., 4. AND 5. APPROVAL OR DISAPPROVAL OF THE MANAGEMENT AND
INVESTMENT ADVISORY ARRANGEMENTS
Nomura Capital Management, Inc. ("NCM") has served as the management
company for the Fund since the Fund commenced operations in 1985. Nomura
Investment Management Co., Ltd. ("NIMCO"), the parent of NCM, has served as the
investment adviser for the Fund since that time. During 1992, following approval
by the Fund's shareholders, NCM entered into an investment advisory agreement
with Nomura Capital Management (Singapore) Ltd. ("NCM-Singapore"). NCM, NIMCO,
and NCM-Singapore are each affiliates of The Nomura Securities Co., Ltd.
("Nomura"), which is the largest securities company in Japan. The existing
agreements between the Fund and NCM, NCM and NIMCO, and NCM and NCM-Singapore
are referred to below as the Current Management Agreement, the Current NIMCO
Investment Advisory Agreement, and the Current NCM-Singapore Investment Advisory
Agreement, respectively.
NIMCO has announced a proposed merger pursuant to which it and The Nomura
Securities Investment Trust Management Co., Ltd. ("NSITM"), another investment
advisory company affiliated with Nomura, will consolidate their organizations.
The merger of the two affiliated companies is permitted by recent changes in
Japanese law. NIMCO is the largest investment advisory company in Japan in terms
of total assets under management. NSITM is the largest investment trust
management company in Japan. At June 30, 1997, NIMCO and NSITM together managed
approximately $127.9 billion of investments.
It is presently contemplated that the corporate restructuring of NIMCO and
NSITM (the "NAM Restructuring") will take place on or about October 1, 1997. As
part of the NAM Restructuring, it is anticipated that a subsidiary of NSITM
based in New York will merge into NCM, and that a subsidiary of NSITM located in
Singapore will merge into NCM-Singapore. After the restructuring, the advisory
firms will operate under the following names: the successor firm to NIMCO will
be Nomura Asset Management Co., Ltd. ("NAM"), the successor firm to NCM will be
Nomura Asset Management U.S.A. Inc. ("NAM-U.S.A."), and the successor firm to
NCM-Singapore will be Nomura Asset Management Singapore Ltd. ("NAM-Singapore").
NCM has advised the Board of Directors and the Fund that the changes in
the corporate structure of the advisers in the United States, Japan and
Singapore are not expected to affect the portfolio management or day-to-day
operations of the Fund. However, these changes may constitute an "assignment" of
the relevant contracts under
5
<PAGE>
the Investment Company Act, which would result in a termination of the Current
Management Agreement, the Current NIMCO Investment Advisory Agreement, and the
Current NCM-Singapore Investment Advisory Agreement. Accordingly, in
anticipation of the consummation of the NAM Restructuring and in order to ensure
the continuity of management services provided to the Fund by NCM, and
investment advisory services provided to the Fund by NIMCO and NCM-Singapore, a
new management agreement between the Fund and NAM-U.S.A. (the "New Management
Agreement"), a new investment advisory agreement between NAM-U.S.A. and NAM (the
"New NAM Investment Advisory Agreement"), and a new investment advisory
agreement between NAM-U.S.A and NAM-Singapore (the "New NAM-Singapore Investment
Advisory Agreement") are proposed to be approved prior to such date by a
majority of the Fund's shareholders.
The proposed new agreements under which the Fund will operate after the
NAM Restructuring are substantively identical to the agreements under which the
Fund currently operates. The services to be provided by NAM-U.S.A., NAM, and
NAM-Singapore after the NAM Restructuring will be identical to the services
currently provided by NCM, NIMCO, and NCM-Singapore, respectively. NCM has
advised the Board of Directors of the Fund that the NAM Restructuring will
provide the Fund with access to an investment adviser with a larger capital base
and increased investment research staff. NCM has further advised the Board of
Directors that it believes that there will be no reduction in the quality of any
of the services presently furnished by NCM, NIMCO, and NCM-Singapore,
respectively. AS DESCRIBED BELOW, THE PROPOSED NEW AGREEMENTS DO NOT ALTER THE
RATE OF MANAGEMENT COMPENSATION PRESENTLY PAYABLE BY THE FUND.
In their consideration of the above agreements, the Board of Directors
received information relating to, among other things, alternatives to the
present arrangements, the nature, quality and extent of the advisory and other
services to be provided to the Fund by NAM-U.S.A., NAM, and NAM-Singapore, and
comparative data with respect to the advisory fees paid by other international
funds, the operating expenses and expense ratio of the Fund as compared to such
funds and the performance of the Fund as compared to such funds. The Independent
Directors also considered the quality of the personnel providing management and
investment advisory services to the Fund, NCM's representations that there will
be no material adverse change in the services provided to the Fund after the NAM
Restructuring is completed, the relative profitability of the present
arrangements to NCM, NIMCO, and NCM-Singapore, and information about the
services to be performed and the personnel performing such services under the
proposed agreements. The Independent Directors were advised by separate counsel
in connection with their review of the management and investment advisory
arrangements of the Fund.
If approved by the Fund's shareholders at the Meeting, each of the New
Management Agreement, the New NAM Investment Advisory Agreement and the New
NAM-Singapore Investment Advisory Agreement will remain in effect until
September 30, 1999, unless terminated as described below. The Current Management
Agreement, the Current NIMCO Investment Advisory Agreement, and the Current
NCM-Singapore Investment Advisory Agreement were each last approved by the
Fund's shareholders on February 27, 1992. Although the management and investment
advisory arrangements consist of three separate contracts, none of the
agreements will become effective unless all three are approved by shareholders.
As indicated above, NIMCO and NSITM are affiliates of Nomura, the largest
securities company in Japan. The Tokyo Prosecutor's Office indicted Nomura and
certain of its former officers in June and July, 1997 for loss compensation in
violation of the Securities and Exchange Law of Japan. Such transactions
involved compensation of a client for losses incurred in prior securities
transactions for the purpose of rewarding him for cooperating with Nomura in
ensuring the smooth conduct of its annual shareholders' meeting held in June
1995. In addition, on July 30, 1997, the Ministry of Finance of Japan announced
administrative penalties, each for certain specified time periods, against
Nomura as follows: suspension of Nomura's own-account stock-related dealing;
suspension of stock-related business at all Nomura branch offices; suspension of
all securities transactions at certain divisions
6
<PAGE>
of Nomura's headquarters; suspension of all securities transactions at Nomura's
headquarters; and ban from participation in the auction and underwriting of
public bonds in Japan. On August 8, 1997, the Tokyo Stock Exchange (which had
previously imposed certain sanctions against Nomura) and the Japan Securities
Dealers Association each imposed fines on Nomura of approximately $845,000. NCM
has advised the Board of Directors of the Fund that neither NCM nor NIMCO had
any involvement in any of the activities that were the subject of the
indictments and the administrative penalties, and that NCM has been advised by
NSITM that neither it nor any of its subsidiaries had any such involvement.
INFORMATION CONCERNING NAM-U.S.A., NAM, AND NAM-SINGAPORE
NAM-U.S.A. will provide global investment advisory services, primarily
with respect to Japanese and other Pacific Basin securities, for U.S.
institutional clients. NAM-U.S.A. also will act as one of the investment
advisers to six other investment companies, three of which are U.S. registered
investment companies. NAM-U.S.A. will be a subsidiary of NAM and Nomura Research
Institute ("NRI").
The following table sets forth the name, proposed title and principal
occupation of the proposed principal executive officer and each director of
NAM-U.S.A. upon the completion of the NAM Restructuring:
<TABLE>
<CAPTION>
TITLE WITH NAM-U.S.A. PRESENT
NAME* AFTER NAM RESTRUCTURING PRINCIPAL OCCUPATION
- ----- ---------------------- ------------------
<S> <C> <C>
Haruo Sawada......................... Director and President Director and President of NCM
Brian X. Fitzgibbon.................. Director Director and Senior Vice President of NCM
Takashi Harino....................... Director Director of NSITM
Shigenobu Hayakawa................... Director Managing Director of NRI
Shigehito Hayashi.................... Director Director and President of Nomura Asset
Management (U.S.A.) Inc.
Naotake Hirasawa..................... Director Director of NIMCO
Mitsutoyo Kohno...................... Director Director and Senior Vice President of NCM
Takahide Mizuno...................... Director Director of NIMCO
Takeo Nakamura....................... Director Managing Director of NIMCO
Marti G. Subrahmanyam................ Director Professor of Finance and Economics,
New York University, Leonard N. Stern
School of Business Administration
John F. Wallace...................... Director Director, Senior Vice President, Secretary and
Treasurer of NCM
</TABLE>
- ---------------
* The address of Messrs. Sawada, Fitzgibbon, Hayashi, Kohno, Subrahmanyam,
and Wallace is 180 Maiden Lane, New York, New York 10038. The address of
Messrs. Harino, Hirasawa, Mizuno, and Nakamura is 1-12-11, Nihonbashi,
Chuo-ku, Tokyo 103, Japan. The address of Mr. Hayakawa is 1-10-1,
Nihonbashi, Chou-ku, Tokyo 103, Japan.
7
<PAGE>
NAM will provide investment advisory services for Japanese and
international clients. In addition to the Fund, NAM will act as an investment
adviser with respect to the following registered investment companies: Jakarta
Growth Fund, Inc., Japan OTC Equity Fund, Inc., and Korea Equity Fund, Inc. NRI,
whose address is 1-10-1, Nihonbashi, Chuo-ku, Tokyo 103, Japan, will own 12.44%
of NAM.
The following table sets forth the name, proposed title and principal
occupation of the proposed principal executive officer and each director of NAM
upon the completion of the NAM Restructuring:
<TABLE>
<CAPTION>
TITLE WITH NAM AFTER PRESENT
NAME* NAM RESTRUCTURING PRINCIPAL OCCUPATION
- ----- ------------------ -------------------
<S> <C> <C>
Hitoshi Tonomura..................... Chairman of the Board President of NSITM
Tadashi Takubo....................... President President of NIMCO
Tadashi Akimoto...................... Director Director of NIMCO
Kazuhiko Hama ....................... Director Director of NSITM
Takashi Harino....................... Director Director of NSITM
Naotake Hirasawa..................... Director Director of NIMCO
Toshio Ikawa......................... Director Director of NSITM
Hideaki Ishii........................ Director Managing Director of NSITM
Shinzo Katada........................ Director Managing Director of NIMCO
Atsushi Kinebuchi.................... Director Executive Managing Director of NSITM
Norio Kinoshita...................... Director Director of NSITM
Masami Kitaoka....................... Director Director of NSITM
Mitsunori Minamio.................... Director Director of NIMCO
Haruo Miyako......................... Director Managing Director of NSITM
Takahide Mizuno...................... Director Director of NIMCO
Takeo Nakamura....................... Director Managing Director of NIMCO
Naoki Santo.......................... Director Executive Managing Director of NIMCO
Takanori Shimizu..................... Director Managing Director of NSITM
Teruo Shimizu........................ Director Director of NSITM
Hiromichi Tabata..................... Director Director of NSITM
Katsuya Takanashi.................... Director Executive Vice President of NSITM
Yasuo Takebayashi.................... Director Managing Director of NSITM
Takanori Tanabe...................... Director Executive Managing Director of NSITM
Isao Teranishi....................... Director Executive Managing Director of NIMCO
</TABLE>
- ------------------
* The address of the principal executive officer and each director is
1-12-11, Nihonbashi, Chuo-ku, Tokyo 103, Japan. NAM-Singapore, a Singapore
corporation, will be a subsidiary of NAM and Nomura Asset Management U.K.
Limited ("NAM-U.K.").
NAM-Singapore will provide investment advisory services relating to Pacific
Basin securities to institutional clients, including pension and profit sharing
plans. In addition, NAM-Singapore will act as an investment sub-adviser for
Jakarta Growth Fund, Inc. and for such services will receive from NAM a
sub-advisory fee of .25% of such Fund's average weekly net assets. NAM, whose
address will be 1-12-11, Nihonbashi, Chuo-ku, Tokyo 103, Japan, and NAM-U.K.,
whose address will be Nomura House, 1 St. Martin's-le-Grand, London EC1A 4NP,
England, will own 75% and 20%, respectively, of NAM-Singapore.
8
<PAGE>
The following table sets forth the name, proposed title and principal
occupation of the proposed principal executive officers and each director of
NAM-Singapore upon the completion of the NAM Restructuring.
<TABLE>
<CAPTION>
TITLE WITH NAM-SINGAPORE PRESENT
NAME* AFTER NAM RESTRUCTURING PRINCIPAL OCCUPATION
- ----- ----------------------- -------------------
<S> <C> <C>
Takashi Kusano....................... Managing Director Managing Director of NCM-Singapore
Reginald J. Frank.................... Director Director of NCM-Singapore
Takashi Harino....................... Director Director of NSITM
Naotake Hirasawa..................... Director Director of NIMCO
Noritada Ishikawa.................... Director Senior Manager of NSITM
Takahide Mizuno...................... Director Director of NIMCO
Takeo Nakamura....................... Director Managing Director of NIMCO
Koichi Suzuki........................ Director President and Managing Director of Nomura
Asset Management (Singapore) Limited
</TABLE>
- -------------------
* The address of Messrs. Kusano and Frank is 6 Battery Road, 42-03, Standard
Chartered Bank Building, Singapore 049909. The address of Messrs. Harino,
Hirasawa, Ishikawa, Mizuno, and Nakamura is 1-12-11, Nihonbashi, Chuo-ku,
Tokyo 103, Japan. The address of Mr. Suzuki is 6 Battery Road, 40-02,
Standard Chartered Bank Building, Singapore 049909.
TERMS OF THE NEW MANAGEMENT AGREEMENT, THE NEW NAM INVESTMENT ADVISORY
AGREEMENT, AND THE NEW NAM-SINGAPORE INVESTMENT ADVISORY AGREEMENT
Copies of the forms of the New Management Agreement, the New NAM
Investment Advisory Agreement, and the New NAM-Singapore Investment Advisory
Agreement are set forth as Exhibits A, B, and C, respectively. Set forth below
is a summary of the terms of such agreements. As discussed above, the proposed
agreements are substantively identical to the agreements under which the Fund
currently operates. THE PROPOSED AGREEMENTS DO NOT CHANGE THE AMOUNT OF
MANAGEMENT FEES PAYABLE BY THE FUND.
Under the New Management Agreement, NAM-U.S.A. agrees to provide, or
arrange for the provision of, investment advisory and management services to the
Fund, subject to the oversight and supervision of the Board of Directors of the
Fund. In addition to the management of the Fund's portfolio in accordance with
the Fund's investment policies and the responsibility for making decisions to
buy, sell or hold particular securities, NAM-U.S.A. is obligated to perform, or
arrange for the performance of, the administrative and management services
necessary for the operation of the Fund. NAM-U.S.A. is also obligated to provide
all the office space, facilities, equipment and personnel necessary to perform
its duties thereunder. Pursuant to such Agreement, NAM-U.S.A. is authorized to
retain NAM and NAM-Singapore to act as investment advisers for the Fund.
Pursuant to the New NAM Investment Advisory Agreement between NAM-U.S.A.
and NAM, NAM will agree to furnish NAM-U.S.A. with economic research, securities
analysis and investment recommendations and to review and render investment
advice with respect to the Fund. NAM will not be responsible for the actual
portfolio decisions of the Fund.
Pursuant to the New NAM-Singapore Investment Advisory Agreement between
NAM-U.S.A. and NAM-Singapore, NAM-Singapore will agree to furnish NAM-U.S.A. and
NAM with economic research, securities analysis and investment recommendations
and to review and render investment advice with respect to the Fund.
NAM-Singapore will not be responsible for the actual portfolio decisions of the
Fund.
9
<PAGE>
COMPENSATION AND EXPENSES\S7
AS DESCRIBED ABOVE, THE MANAGEMENT COMPENSATION PRESENTLY PAYABLE BY THE
FUND WILL REMAIN THE SAME UNDER THE PROPOSED CONTRACTUAL ARRANGEMENTS. As
compensation for its services to the Fund, NAM-U.S.A. will receive a monthly
fee, computed daily, at the annual rate of .75% of the value of the Fund's
average daily net assets. NAM-U.S.A. will pay NAM monthly fees at the annual
rate of .26125% of the Fund's average daily net assets, and NAM-U.S.A. will pay
NAM-Singapore monthly fees at the annual rate of .0275% of the Fund's average
daily net assets. The fee payable to NAM-U.S.A. is higher than that paid by most
management investment companies, but NAM-U.S.A. believes it is comparable to
fees paid by other international funds. For the fiscal year ended March 31,
1997, the Fund paid or accrued fees to NCM of $245,892. At July 31, 1997, the
net assets of the Fund aggregated approximately $23.8 million. At this net asset
level, the annual management fee would aggregate $178,757.
The New Management Agreement obligates NAM-U.S.A. to provide, or arrange
for the provision of, investment advisory services and to pay all compensation
of and furnish office space for officers and employees of the Fund, as well as
the fees of all Directors of the Fund who are affiliated persons of NAM-U.S.A.
or any of its affiliates. The Fund pays all other expenses incurred in the
operation of the Fund, including, among other things, taxes, expenses for legal,
tax and auditing services, costs of printing proxies, listing fees, stock
certificates, shareholder reports, prospectuses, charges of the custodian,
sub-custodians and transfer agent, Securities and Exchange Commission (the
"Commission") fees, expenses of registering the shares under Federal, state and
foreign laws, fees and expenses of unaffiliated Directors, accounting and
pricing costs (including the weekly calculation of net asset value), insurance,
interest, brokerage costs, litigation and other extraordinary or non-recurring
expenses, and other expenses properly payable by the Fund.
For the fiscal year ended March 31, 1997, the Fund paid brokerage
commissions of $235,409. Nomura and its affiliates earned commissions on the
execution of such portfolio security transactions in the amount of $5,943. As of
the date of this Proxy Statement, NCM and NIMCO have determined not to place any
brokerage transactions with Nomura in light of the conduct that led to the
administrative penalties discussed above imposed on Nomura by the Ministry of
Finance of Japan. NCM and NIMCO reserve the right to change this determination
in the future at their discretion.
The following table sets forth information relating to the registered
investment companies which invest primarily in securities of companies domiciled
in Pacific Basin countries with the investment objective of long-term capital
appreciation for which NAM-U.S.A., NAM, and their affiliates will act as manager
or investment adviser:
<TABLE>
<CAPTION>
APPROXIMATE
NET ASSETS AT
JULY 31, 1997
INVESTMENT COMPANY ANNUAL ADVISORY FEES (MILLIONS)
------------------- -------------------- ------------
<S> <C> <C>
JAKARTA GROWTH FUND, INC.(1)
Manager: Management Fee: $52.1
NAM-U.S.A. 1.10% of net assets.
Investment Adviser: Investment Advisory Fee:
NAM .50% of net assets; paid by NAM-U.S.A.
</TABLE>
(Footnotes on next page)
10
<PAGE>
<TABLE>
<CAPTION>
APPROXIMATE
NET ASSETS AT
JULY 31, 1997
INVESTMENT COMPANY ANNUAL ADVISORY FEES (MILLIONS)
------------------- -------------------- ------------
<S> <C> <C>
JAPAN OTC EQUITY FUND, INC. $77.5
Manager: Management Fee:
NAM-U.S.A. 1.10% of net assets not in excess of
$50 million, 1.00% of net assets in
Investment Adviser: excess of $50 million but not
NAM exceeding $100 million, and .90% of
net assets in excess of $100 million
Investment Advisory Fee:
.50% of net assets not in excess of
$50 million, .45% of net assets in
excess of $50 million but not
exceeding $100 million, and .40% of
net assets in excess of $100
million; paid by NAM-U.S.A.
KOREA EQUITY FUND, INC.(2) $50.5
Manager: Management Fee:
NAM-U.S.A. 1.10% of net assets.
Investment Adviser: Investment Advisory Fee:
NAM .55% of net assets; paid by NAM-U.S.A.
</TABLE>
- ------------------
(1) NAM-Singapore will act as investment sub-adviser to Jakarta Growth Fund,
Inc. for which it will receive compensation of .25% of net assets paid by
NAM.
(2) LG Investment Trust Management Co., Ltd. will act as investment sub-adviser
to Korea Equity Fund, Inc. for which it will receive compensation of .10%
of net assets paid by NAM-U.S.A.
Duration and Termination. As indicated above, each of the New Management
Agreement, the New NAM Investment Advisory Agreement and the New NAM-Singapore
Investment Advisory Agreement will remain in effect until September 30, 1999,
and from year to year thereafter if approved annually (a) by the Board of
Directors of the Fund or by a majority of the outstanding shares of the Fund and
(b) by a majority of the Directors who are not parties to such contract or
interested persons (as defined in the Investment Company Act) of any such party.
Such contracts are not assignable and may be terminated without penalty on 60
days' written notice at option of either party thereto or by the vote of the
shareholders of the Fund.
ITEM 6. AMENDMENT OF THE FUND'S CHARTER TO PERMIT THE FUND
TO OFFER MULTIPLE CLASSES OF SHARES AND
CERTAIN RELATED APPROVALS
Since the Fund's inception in July 1985, its shares have been sold in one
class on a no-load basis. Mutual fund distributors are increasingly employing a
variety of different types and combinations of sales charge arrangements
targeted to the needs of particular types of investors. Management of the Fund
believes that, by offering only one class of shares on a no-load basis, the Fund
cannot provide the distribution alternatives and investment flexibility provided
by other Pacific Basin-oriented funds that offer multiple classes of shares. As
a result, management believes that the potential for the Fund to attract
additional investors will be limited unless the Fund develops new distribution
channels.
Over the past year, NCM has examined various distribution alternatives for
the Fund. Following this analysis, and based on a review of mutual fund
distribution alternatives and discussions with experts in mutual fund marketing,
NCM recommended that the Board of Directors consider obtaining shareholder
authorization to convert the Fund to
11
<PAGE>
a multiple-class ("multiclass") structure offering separate classes of stock in
the Fund's portfolio with different sales charge arrangements. On July 21, 1997,
the Board of Directors of the Fund unanimously approved amendments to the Fund's
Articles of Incorporation (its "Charter") that will enable the Fund to offer
additional classes of shares.
Management believes that the Fund may benefit by offering multiple classes
of shares and targeting niches within the load and no-load product markets.
Moreover, management believes that by having the flexibility to offer multiple
classes of shares, the Fund will be able to explore opportunities to offer
exchange options between the Fund and other similarly structured mutual funds at
net asset value, thereby increasing shareholders' investment flexibility.
NCM is currently examining potential sales charge alternatives to be
offered by the Fund. It is anticipated that NCM will present a specific proposal
to the Board of Directors for its approval in the fall of 1997. If such proposal
is approved, the Fund will convert the outstanding shares into shares of a
newly-created no-load class and begin offering the new classes of shares. It is
also anticipated that the proposal may include a feature authorizing the
automatic conversion of shares of any additional new class of the Fund that
imposes ongoing distribution-related charges to another class imposing lower or
no distribution-related charges after a term to be specified in the Fund's
registration statement. Shares issued and outstanding at the time of the
multiclass conversion, however, will not be subject to any ongoing
distribution-related charges either as a result of or after the multiclass
conversion. Thus, existing shareholders will continue to purchase shares on a
no-load basis.
Although a specific proposal has not yet been presented to the Board of
Directors, shareholders are being asked to approve the Charter amendments
necessary to implement a multiclass system at this time in conjunction with the
other approvals sought at the upcoming Meeting to avoid unnecessary delay and
the expense of calling an additional meeting and soliciting additional proxies.
These changes will not affect the operations of the Fund. The proposed
amendments to the Fund's charter will:
o Enable the Board of Directors to classify and reclassify authorized but
unissued shares of the Fund into multiple classes with different sales
charge and distribution financing alternatives;
o Provide for the automatic conversion of one class of common stock of the
Fund into another class of common stock of the Fund upon terms and
conditions set forth in the Fund's current registration statement at the
time of purchase;
o Permit the Board of Directors in the future to reclassify shares of
authorized but unissued common stock into additional classes as they deem
appropriate and in the best interest of the Fund and its shareholders;
o Convert the Fund to a series-type company, thereby providing the flexibility
to add additional series in the future that will provide additional exchange
options for shareholders. This change will give the Board of Directors of
the Fund the flexibility to add additional series with different investment
objectives and policies and fee arrangements in the future without creating
a new corporation under Maryland law; and
o Retain the name "Nomura Pacific Basin Fund, Inc." for the umbrella series
company and convert the existing Fund to become the initial no-load series
called the "Pacific Basin Portfolio".
A copy of the proposed Amended and Restated Articles of Incorporation of
the Fund, marked to reflect all changes from the existing Articles of
Incorporation, is set forth in Exhibit D. Other than the multiclass changes
discussed above, no other substantive changes are proposed to be made to the
Fund's Charter. The multiclass system may not be implemented until a plan
setting forth in detail the specific criteria for each class, including expense
allocation and any related conversion features or exchange privileges, is
approved by the Board of Directors. At that time, shareholders will be notified
of the changes and the Fund's Prospectus will be amended to reflect to new
structure.
12
<PAGE>
ITEM 7. REMOVAL OF CERTAIN FUNDAMENTAL INVESTMENT RESTRICTIONS
NO LONGER REQUIRED BY STATE SECURITIES LAWS
The Fund has investment objectives, policies and restrictions that guide
its operations. Investment policies and restrictions deemed to be fundamental
may only be changed with shareholder approval; non-fundamental policies and
restrictions may be amended by the Fund's Board of Directors. State securities
laws applicable to the Fund when it was created in 1985 required the adoption by
the Fund of certain fundamental investment restrictions that are no longer
required by applicable law. Two of these restrictions, as set forth in the
Fund's Statement of Additional Information, provide that the Fund may not:
10. Invest in securities which cannot be readily sold because
of legal or contractual restrictions or which are not
otherwise readily marketable if, regarding all such
securities, more than 5% of its total assets, taken at
market value, would be invested in such securities.
14. Invest in securities of issuers having a record, together
with predecessors, of less than three years of continuous
operations if more than 5% of its total assets, taken at
market value, would be invested in such securities.
In 1996, Federal legislation was enacted that effectively ended the
applicability of state securities laws requiring funds to adopt and maintain
fundamental investment restrictions. In light of this regulatory change,
management considered the effect of the two investment restrictions listed above
on the Fund's operations and determined that the Fund would have increased
investment flexibility if such restrictions were eliminated. On July 21, 1997,
the Fund's Board of Directors determined that it is in the best interest of the
Fund and its shareholders to remove these two investment restrictions and voted
to recommend to shareholders that they approve the removal of such restrictions.
If shareholders vote to remove restriction 10. above, the Fund will continue to
be subject to the limitation imposed by the Commission and by the Investment
Company Act that no more than 15% of its total assets be investments in illiquid
securities.
ADDITIONAL INFORMATION
The expenses of preparation, printing and mailing of the enclosed form of
proxy and accompanying Notice and Proxy Statement will be borne by the Fund,
except to the extent such expenses are attributable to the NAM Restructuring, in
which case they will be borne by NCM. The Fund will reimburse banks, brokers and
others for their reasonable expenses in forwarding proxy solicitation material
to the beneficial owners of the shares of the Fund. In addition to the
solicitation of proxies by mail, proxies may be solicited in person or by
telephone. The Fund has retained Corporate Investor Communications, Inc., a
proxy solicitation firm, to assist in the solicitation of proxies for the
Meeting, for a fee of approximately $5,000, together with reimbursement of such
firm's expenses.
The election of Directors requires a plurality of the votes cast, in person
or by proxy, at a meeting at which a quorum is duly constituted. Ratification of
the selection of independent accountants requires the affirmative vote of a
majority of the shares present and voting on the proposal at a meeting at which
a quorum is present. Approval of each of the Management Agreement, NAM
Investment Advisory Agreement and NAM-Singapore Investment Advisory Agreement
requires the vote of a majority of the outstanding voting securities of the Fund
which, under the Investment Company Act, is the vote (a) of 67% or more of the
shares of the Fund present at the meeting of the holders if more than 50% of the
outstanding shares are present or represented by proxy, or (b) of more than 50%
of the outstanding shares, whichever is less. If the Management, NAM Investment
Advisory Agreement and NAM-Singapore Investment Advisory Agreement are not
approved by shareholders at the Meeting, the Board of Directors will reconsider
the Fund's management and investment advisory arrangements. Approval of the
proposed Charter amendments requires the affirmative vote of two-thirds of all
the votes entitled to be cast, in person or by proxy, at a meeting
13
<PAGE>
at which a quorum is duly constituted. Approval of the removal of certain
fundamental investment restrictions requires the vote of a majority of the
outstanding voting securities of the Fund (as defined in the Investment Company
Act). The holders of a majority of the shares of stock of the Fund entitled to
vote at the Meeting, present in person or by proxy, shall constitute a quorum
for the transaction of business at the Meeting.
The Fund expects that broker-dealer firms holding shares of the Fund in
"street name" for the benefit of their customers and clients will request the
instructions of such customers and clients on how to vote their shares on each
proposal before the Meeting. The Fund understands that, under the rules of the
New York Stock Exchange, such broker-dealers may, without instructions from such
customers and clients, grant authority to the proxies designated by the Fund to
vote on certain items to be considered at the Meeting if no instructions have
been received prior to the date specified in the broker-dealer firm's request
for voting instructions. Certain broker-dealer firms may exercise discretion
over shares held in their name for which no instructions are received by voting
such shares in the same proportion as they have voted shares for which they have
received instructions.
The shares as to which the proxies so designated are granted authority by
broker-dealer firms to vote on the items to be considered at the Meeting, the
shares as to which broker-dealer firms have declined to vote ("broker
non-votes"), as well as the shares as to which proxies are returned by record
shareholders but which are marked "abstain" on any item will be included in the
Fund's tabulation of the total number of votes present for purposes of
determining whether the necessary quorum of shareholders exists. However,
abstentions and broker non-votes will not be counted as votes cast. Therefore,
abstentions and broker non-votes will not have an effect on the election of
Directors, the ratification of the selection of independent accountants, or the
approval of the Charter amendments. Abstentions and broker non-votes will have
the same effect as a vote against the approval of each of the Management
Agreement, NAM Investment Advisory Agreement and NAM-Singapore Investment
Advisory Agreement, and the removal of certain fundamental investment
restrictions.
The Fund sends quarterly reports to shareholders. The Fund will furnish,
without charge, a copy of its most recent annual and semi-annual report
succeeding such annual report, if any, to shareholders upon request to the Fund
at 180 Maiden Lane, New York, New York 10038 (or call 1-800-833-0018).
By Order of the Board of Directors
JOHN F. WALLACE
Secretary
Dated: August 20,1997
14
<PAGE>
Exhibit A
MANAGEMENT AGREEMENT
AGREEMENT made this ____ day of ____________, 1997, by and between NOMURA
PACIFIC BASIN FUND, INC., a Maryland corporation (hereinafter referred to as the
"Corporation"), and NOMURA ASSET MANAGEMENT U.S.A. INC., a New York corporation
(hereinafter referred to as the "Manager").
W I T N E S S E T H:
WHEREAS, the Corporation is engaged in business as an open-end, management
investment company registered under the Investment Company Act of 1940, as
amended (hereinafter referred to as the "Investment Company Act"); and
WHEREAS, the Manager is engaged in the business of rendering management and
investment advisory services and is registered as an investment adviser under
the Investment Advisers Act of 1940, as amended; and
WHEREAS, the Corporation desires to retain the Manager to render investment
advisory and management services to the Corporation in the manner and on the
terms hereinafter set forth; and
WHEREAS, the Manager is willing to provide management and investment
advisory services to the Corporation on the terms and conditions hereinafter set
forth;
NOW, THEREFORE, in consideration of the mutual covenants and agreements of
the parties hereto as herein set forth, the parties covenant and agree as
follows:
ARTICLE I
Duties of the Manager
The Corporation hereby retains the Manager to act as the manager for the
Corporation or, if the Corporation becomes a series investment company, for each
of the portfolios of the Corporation that executes a "Management Fee Exhibit" to
this Agreement (each a "Fund", which term refers to the Corporation if it does
not become a series investment company), and to furnish each Fund with the
management and investment advisory services described below, subject to the
policies of, review by and overall control of the Board of Directors of the
Corporation, for the period and on the terms and conditions set forth in this
Agreement. The Manager hereby accepts such employment and agrees during such
period, at its own expense, to render, to arrange for the rendering of, such
services and to assume the obligations herein set forth for the compensation
provided for herein.
(a) Management and Administrative Services. The Manager shall perform, or
supervise the performance of, the management and administrative services
necessary for the operation of each Fund, including administering shareholder
accounts and handling shareholder relations. The Manager shall provide each Fund
with office space, equipment and facilities and such other services as the
Manager, subject to review by the Board of Directors of the Corporation, shall
from time to time determine to be necessary or useful to perform its obligations
under this Agreement. The Manager shall also, on behalf of each Fund, conduct
relations with custodians, depositories, transfer agents, dividend disbursing
agents, other shareholder servicing agents, accountants, attorneys,
underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and
such other persons in any such other capacity deemed to be necessary or
desirable. The Manager shall monitor each Fund's compliance with investment
policies and restrictions as set forth in the currently effective prospectus and
statement of additional information relating to the shares of such Fund under
the Securities Act of 1933, as amended (the "Prospectus" and "Statement of
Additional Information",
A-1
<PAGE>
respectively). The Manager shall make reports to the Board of Directors of the
Corporation of the performance of obligations hereunder with respect to each
Fund and furnish advice and recommendations with respect to such other aspects
of the business and affairs of the Funds as it shall determine to be desirable.
The Manager, and its affiliates, shall for all purposes herein be deemed to be
an independent contractor and shall, unless otherwise expressly provided or
authorized, have no authority to act for or represent the Corporation in any way
or otherwise be deemed an agent of the Corporation or any Fund.
(b) Investment Advisory Services. The Manager shall provide each Fund with
such investment research, advice and supervision as the latter may from time to
time consider necessary for the proper supervision of the assets of such Fund.
The Manager shall act as investment adviser to each Fund and as such shall
furnish continuously an investment program for such Fund and shall determine
from time to time which securities shall be purchased, sold or exchanged and
what portion of the assets of such Fund shall be held in the various securities
in which such Fund invests, options, futures, options on futures or in cash,
subject always to the restrictions of the Articles of Incorporation and By-Laws
of the Corporation, as amended from time to time, the provisions of the
Investment Company Act and the statements relating to the respective Fund's
investment objective, investment policies and investment restrictions as the
same are set forth in such Fund's Prospectus and Statement of Additional
Information. The Manager shall make decisions for each Fund as to foreign
currency matters and make determinations as to foreign exchange contracts. The
Manager shall make recommendations as to the manner in which voting rights,
rights to consent to corporate action and any other rights pertaining to each
Fund's portfolio securities shall be exercised. Should the Board of Directors of
the Corporation at any time, however, make any definite determination as to
investment policy and notify the Manager thereof in writing, the Manager shall
be bound by such determination for the period, if any, specified in such notice
or until similarly notified that such determination has been revoked. The
Manager shall take, on behalf of the applicable Fund, all actions which it deems
necessary to implement the investment policies determined as provided above, and
in particular to place all orders for the purchase or sale of portfolio
securities for such Fund's account with brokers or dealers selected by it, and
to that end, the Manager is authorized as the agent of such Fund to give
instructions to the Custodian of such Fund as to deliveries of securities and
payments of cash for the account of such Fund. In connection with the selection
of such brokers or dealers and the placing of such orders, the Manager is
directed at all times to seek to obtain executions and price within the policy
guidelines determined by the Board of Directors of the Corporation and set forth
in the applicable Fund's Prospectus and Statement of Additional Information.
Subject to this requirement and the provisions of the Investment Company Act,
the Securities Exchange Act of 1934, as amended, and other applicable provisions
of law, the Manager may select brokers or dealers with which it, or Corporation
or any Fund, is affiliated.
ARTICLE II
Allocation of Charges and Expenses
(a) The Manager. The Manager assumes and shall pay for maintaining the
staff and personnel necessary to perform its obligations under this Agreement
and shall, at its own expense, provide the office space, equipment and
facilities which it is obligated to provide under Article I hereof, and shall
pay all compensation of officers of the Corporation and all directors of the
Corporation who are "affiliated persons" (as defined in the Investment Company
Act) of the Manager.
(b) The Corporation and the Funds. Each Fund assumes and shall pay or cause
to be paid all expenses attributable to or incurred by such Fund (except for the
expenses incurred by the Distributor), as well as its allocable share of the
Corporation's expenses, including, without limitation: taxes, expenses for legal
and auditing services, costs of printing proxies, stock certificates,
shareholder reports, prospectuses and statements of additional information,
charges of the Custodian, any sub-Custodian and Transfer and Dividend Disbursing
Agent, expenses of redemption of such Fund's shares, Securities and Exchange
Commission fees, expenses of registering such Fund's shares under federal, state
and foreign laws, fees and actual out-of-pocket expenses of directors who are
not affiliated persons of the
A-2
<PAGE>
Manager, accounting and pricing costs (including the daily calculation of the
net asset value), insurance, interest, brokerage costs, litigation and other
extraordinary or non-recurring expenses, and other like expenses properly
payable by such Fund. The Distributor pays certain of the expenses of each Fund
incurred in connection with the continuous offering of such Fund's shares.
ARTICLE III
Compensation of the Manager
For the services rendered, the equipment and facilities furnished and
expenses assumed by the Manager, each Fund shall pay to the Manager the fees set
forth in such Fund's Management Fee Exhibit hereto. If this Agreement becomes
effective subsequent to the first day of a month or shall terminate before the
last day of a month, compensation for that part of the month for which this
Agreement is in effect shall be prorated in a manner consistent with the
calculation of the fee as set forth in the applicable Fund's Management Fee
Exhibit. During any period when the determination of net asset value is
suspended by the Board of Directors of the Corporation, the net asset value of a
share of any Fund as of the last business day prior to such suspension shall for
this purpose be deemed to be the net asset value at the close of each succeeding
business day until it is again determined.
ARTICLE IV
Investment Advisory Agreements
The Manager may enter into Investment Advisory Agreements with Nomura Asset
Management Co., Ltd. and/or Nomura Asset Management Singapore Ltd. (together,
the "Investment Advisers") in the forms attached hereto as Exhibits A and B,
respectively, in which the Manager may contract for advisory services and pay
the Investment Advisers compensation for their services out of the compensation
received hereunder pursuant to Article III. Such Investment Advisory Agreements
will be coterminous with this Management Agreement.
ARTICLE V
Limitation of Liability of the Manager
The Manager shall not be liable for any error of judgment or mistake of law
or for any loss arising out of any investment or for any act or omission in the
execution and management of the Corporation or any Fund, except for willful
misfeasance, bad faith or gross negligence in the performance of its duties, or
by reason of reckless disregard of its obligations and duties hereunder. As used
in this Article V, the term "Manager" shall include any affiliates of the
Manager performing services for the Corporation or any Fund contemplated hereby
and directors, officers and employees of the Manager as well as that corporation
itself.
ARTICLE VI
Activities of the Manager
The services of the Manager to the Corporation are not to be deemed to be
exclusive, the Manager and any person controlled by or under common control with
the Manager (for purposes of this Article VI referred to as "affiliates") being
free to render services to others. It is understood that directors, officers,
employees and shareholders of the Corporation are or may become interested in
the Manager and its affiliates, as directors, officers,
A-3
<PAGE>
employees, partners, and shareholders or otherwise and that directors, officers,
employees, partners, and shareholders of the Manager, and its affiliates are or
may become similarly interested in the Corporation, and that the Manager is or
may become interested in the Corporation as shareholder or otherwise.
ARTICLE VII
Duration and Termination of this Agreement
This Agreement shall become effective and binding on the parties hereto
upon execution of the attached exhibits. This Agreement shall remain in force
with respect to each Fund named in a Management Fee Exhibit attached hereto, for
a period of two years from the date of first execution of such Management Fee
Exhibit and thereafter, but only so long as such continuance is specifically
approved at least annually by (i) the Board of Directors of the Corporation, or
by the vote of a majority of the outstanding voting securities of the
Corporation, and (ii) a majority of those directors who are not parties to this
Agreement or interested persons of any such party cast in person at a meeting
called for the purpose of voting on such approval.
This Agreement may be terminated at any time, without the payment of any
penalty, by the Board of Directors of the Corporation or by vote of a majority
of the outstanding voting securities of the Corporation, or by the Manager, on
sixty days' written notice to the other party. This Agreement shall
automatically terminate in the event of its assignment.
ARTICLE VIII
Amendments of the Agreement
This Agreement may be amended by the parties only if such amendment is
specifically approved by (i) a majority of those directors who are not parties
to this Agreement or interested persons of any such party cast in person at a
meeting called for the purpose of voting on such approval; (ii) the vote of a
majority of outstanding voting securities of the Corporation; and (iii) with
respect to amendments affecting an individual Fund, by the vote of majority of
outstanding voting securities of such Fund.
ARTICLE IX
Definitions of Certain Terms
The terms "vote of a majority of outstanding voting securities,"
"assignment," "affiliated person" and "interested person," when used in this
Agreement, shall have the respective meanings specified in the Investment
Company Act and the rules and regulations thereunder, subject, however, to such
exemptions as may be granted by the Securities and Exchange Commission under
said Act.
ARTICLE X
Governing Law
This Agreement shall be construed in accordance with the laws of the State
of New York and the applicable provisions of the Investment Company Act. To the
extent that the applicable laws of the State of New York, or any of the
provisions herein, conflict with the applicable provisions of the Investment
Company Act, the latter shall control.
A-4
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the date first above written.
NOMURA PACIFIC BASIN FUND, INC.
By___________________________________
NOMURA ASSET MANAGEMENT U.S.A. INC.
By___________________________________
A-5
<PAGE>
Management Fee Exhibit
with respect to
Pacific Basin Portfolio
The following provisions are hereby incorporated and made part of the
Management Agreement dated________, 1997 (the "Management Agreement") between
Nomura Pacific Basin Fund, Inc. (the "Corporation") and Nomura Asset Management
U.S.A. Inc. (the "Manager") with respect to the Pacific Basin Portfolio series
of the Corporation (the "Fund").
For all services redered by the Manager hereunder, the Fund shall pay to
the Manager and the Manager agrees to accept as full compensation for all
services rendered hereunder, at the end of each calendar month a fee based upon
the average daily value of the net assets of the Fund, as determined and
computed in accordance with the description of the determination of net asset
value contained in the Fund's Prospectus and Statement of Additional
Information, at the annual rate of .75 of 1% (.75%) of the average daily net
assets of the Fund, commencing on the day following effectiveness hereof.
In consideration of the mutual covenants set forth in the Management
Agreement, the Corporation executes and delivers this Management Fee Exhibit on
behalf of the Fund.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Management Fee Exhibit as of the date first above written.
NOMURA PACIFIC BASIN FUND, INC.
By___________________________________
NOMURA ASSET MANAGEMENT U.S.A. INC.
By___________________________________
A-6
<PAGE>
INVESTMENT ADVISORY AGREEMENT
AGREEMENT made this ____ day of ____________, 1997, by and between NOMURA
ASSET MANAGEMENT U.S.A. INC., a New York corporation (hereinafter referred to as
the "Manager"), and NOMURA ASSET MANAGEMENT CO., LTD., a Japanese corporation
(hereinafter referred to as the "Investment Adviser").
W I T N E S S E T H:
WHEREAS, the Pacific Basin Portfolio (the "Fund") of Nomura Pacific Basin
Fund, Inc. (the "Corporation") is engaged in business as a diversified open-end
investment company registered under the Investment Company Act of 1940, as
amended (hereinafter referred to as the "Investment Company Act"); and
WHEREAS, the Manager and the Investment Adviser are engaged in business as
registered investment advisers under the Investment Advisers Act of 1940, as
amended; and
WHEREAS, the Manager has entered into a Management Agreement with the
Corporation with respect to the Fund of even date herewith (the "Management
Agreement"); and
WHEREAS, the Manager desires to retain the Investment Adviser to render
investment advisory services to the Manager in connection with the Fund's
operations in the manner and on the terms hereinafter set forth; and
WHEREAS, the Investment Adviser is willing to provide investment advisory
services to the Manager in connection with the Fund's operations on the terms
and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants and agreements of
the parties hereto as herein set forth, the parties covenant and agree as
follows:
ARTICLE I
Duties of the Investment Adviser
Subject to the broad supervision of the Manager and the Corporation, the
Investment Adviser shall provide the Manager with advice as to allocation of the
Fund's assets among various Pacific Basin markets in which the Fund may invest.
The Investment Adviser will also provide economic research and securities
analysis relating to issuers of securities domiciled or based in Japan and other
Pacific Basin jurisdictions, other than Singapore, as the Manager may request.
The Investment Adviser shall continuously review the Fund's holdings of such
securities and shall make recommendations as to which such securities shall be
purchased, sold or exchanged, and what portion of the assets of the Fund shall
be held in the various securities in which the Fund invests, subject always to
the restrictions of the Articles of Incorporation and By-Laws of the
Corporation, as amended from time to time, the provisions of the Investment
Company Act and the statements relating to the Fund's investment objective,
investment policies and investment restrictions as the same are set forth in the
Fund's currently effective prospectus and statement of additional information
relating to the shares of the Fund under the Securities Act of 1933, as amended
(the "Prospectus" and "Statement of Additional Information", respectively). The
Investment Adviser shall make recommendations as to foreign currency matters and
the advisability of entering into foreign exchange contracts. The Investment
Adviser shall also make recommendations as to the manner in which voting rights,
rights to consent to corporate action and any other rights pertaining to the
Fund's securities shall be exercised.
B-1
<PAGE>
ARTICLE II
Allocation of Charges and Expenses
The Investment Adviser shall furnish, at its own expense, all
administrative services, office space, equipment and facilities, investment
advisory, statistical and research services, and executive, supervisory and
clerical personnel necessary to carry out its obligations under this Agreement.
ARTICLE III
Compensation of the Investment Adviser
For the services to be rendered as provided herein, the Manager shall pay
to the Investment Adviser at the end of each calendar month a fee based upon the
average daily value of the net assets of the Fund, as determined and computed in
accordance with the description of the determination of net asset value
contained in the Prospectus and Statement of Additional Information, at the
annual rate of .26125 of 1% (.26125%) of the average daily net assets of the
Fund, less the Investment Adviser's pro rata portion of amounts paid by the
Manager in connection with distribution or shareholder servicing for the Fund,
commencing on the day following effectiveness hereof. For this purpose, the
Investment Adviser's pro rata portion of the amount paid by the Manager in
connection with distribution or shareholder servicing shall be determined based
on the relationship of the fee payable to the Investment Adviser by the Manager
under this Article III to the management fee payable by the Fund to the Manager
under the Management Agreement. During any period when the determination of net
asset value is suspended by the Board of Directors of the Corporation, the net
asset value of a share as of the last business day prior to such suspension
shall for this purpose be deemed to be the net asset value at the close of each
succeeding business day until it is again determined. If the Investment Adviser
shall serve for less than the whole of any period specified in this Article III,
the compensation to the Investment Adviser shall be prorated.
ARTICLE IV
Limitation of Liability of the Investment Adviser
The Investment Adviser shall not be liable for any error of judgment or
mistake of law or for any loss arising out of any investment or for any act or
omission in the execution and management of the Fund, except for willful
misfeasance, bad faith or gross negligence in the performance of its duties, or
by reason of reckless disregard of its obligations and duties hereunder. As used
in this Article IV, the term "Investment Adviser" shall include any affiliates
of the Investment Adviser performing services for the Fund contemplated hereby
and directors, officers, partners and employees of the Investment Adviser and
such affiliates.
ARTICLE V
Activities of the Investment Adviser
The services of the Investment Adviser to the Fund are not to be deemed to
be exclusive, the Investment Adviser and any person controlled by or under
common control with the Investment Adviser (for purpose of this Article V
referred to as "affiliates") being free to render services to others. It is
understood that directors, officers, employees and shareholders of the Manager
are or may become interested in the Investment Adviser and its affiliates, as
directors, officers, employees, partners and shareholders or otherwise and that
directors, officers, employees, partners and shareholders of the Investment
Adviser and its affiliates are or may become similarly interested in the Manager
or the Fund, and that the Investment Adviser is or may become interested in the
Manager, the Corporation or the Fund as shareholder or otherwise.
B-2
<PAGE>
ARTICLE VI
Duration and Termination of the Agreement
This Agreement shall become effective as of the date first above written
and shall remain in force until __________ __, 1999, and thereafter, but only so
long as the Management Agreement remains in force and provided that such
continuance is specifically approved at least annually by (i) the Board of
Directors of the Corporation or by the vote of a majority of the outstanding
voting securities of the Fund, and (ii) a majority of those directors who are
not parties to this Agreement or interested persons of any such party cast in
person at a meeting called for the purpose of voting on such approval.
This Agreement may be terminated at any time, without the payment of any
penalty, by the Manager or by vote of a majority of the outstanding voting
securities of the Fund or by the Investment Adviser, on sixty days' written
notice to the other party. This Agreement shall automatically terminate in the
event of its assignment.
ARTICLE VII
Amendments of this Agreement
This Agreement may be amended by the parties only if such amendment is
specifically approved by (i) the vote of a majority of outstanding voting
securities of the Fund, and (ii) a majority of those directors who are not
parties to this Agreement or interested persons of any such party cast in person
at a meeting called for the purpose of voting on such approval.
ARTICLE VIII
Definitions of Certain Terms
The terms "vote of a majority of the outstanding voting securities,"
"assignment," "affiliated person" and "interested person," when used in this
Agreement, shall have the respective meanings specified in the Investment
Company Act of 1940 and the Rules and Regulations thereunder, subject, however,
to such exemptions as may be granted by the Securities and Exchange Commission
under said Act.
ARTICLE IX
Governing Law
This Agreement shall be construed in accordance with laws of the State of
New York and the applicable provisions of the Investment Company Act. To the
extent that the applicable laws of the State of New York, or any of the
provisions herein conflict with the applicable provisions of the Investment
Company Act, the latter shall control.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the date first above written.
NOMURA ASSET MANAGEMENT U.S.A. INC.
By___________________________________
NOMURA ASSET MANAGEMENT CO., LTD.
By___________________________________
B-3
<PAGE>
Exhibit C
INVESTMENT ADVISORY AGREEMENT
AGREEMENT made this ____ day of ___________, 1997, by and between NOMURA
ASSET MANAGEMENT U.S.A. INC., a New York corporation (hereinafter referred to as
the "Manager"), and NOMURA ASSET MANAGEMENT SINGAPORE LTD., a Singapore
corporation (hereinafter referred to as the "Investment Adviser").
W I T N E S S E T H:
WHEREAS, the Pacific Basin Portfolio (the "Fund") of Nomura Pacific Basin
Fund, Inc. (the "Corporation") is engaged in business as a diversified,
open-end, management investment company registered under the Investment Company
Act of 1940, as amended (hereinafter referred to as the "Investment Company
Act"); and
WHEREAS, the Manager and the Investment Adviser are engaged in business as
registered investment advisers under the Investment Advisers Act of 1940, as
amended; and
WHEREAS, the Manager has entered into a Management Agreement with the
Corporation with respect to the Fund of even date herewith (the "Management
Agreement"); and
WHEREAS, the Manager desires to retain the Investment Adviser to render
investment advisory services to the Manager in connection with the Fund's
operations in the manner and on the terms hereinafter set forth; and
WHEREAS, the Investment Adviser is willing to provide investment advisory
services to the Manager in connection with the Fund's operations on the terms
and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants and agreements of
the parties hereto as herein set forth, the parties covenant and agree as
follows:
ARTICLE I
DUTIES OF THE INVESTMENT ADVISER
Subject to the broad supervision of the Manager and the Corporation, the
Investment Adviser shall provide the Manager with such economic research and
securities analysis relating to investments in Singapore and other Pacific Basin
countries, other than Japan, as the Manager may request. The Investment Adviser
shall continuously review the Fund's holdings of securities of issuers domiciled
or based in Pacific Basin countries other than Japan, as the Manager may
request, and shall make recommendations as to which such securities shall be
purchased, sold or exchanged and what portion of the assets of the Fund shall be
held in the various securities in which the Fund invests, subject always to the
restrictions of the Articles of Incorporation and By-Laws of the Corporation, as
amended from time to time, the provisions of the Investment Company Act and the
statements relating to the Fund's investment objective, investment policies and
investment restrictions as the same are set forth in the Fund's currently
effective prospectus and statement of additional information relating to the
shares of the Fund under the Securities Act of 1933, as amended (the
"Prospectus" and "Statement of Additional Information", respectively). The
Investment Adviser shall make recommendations as to foreign currency matters and
the advisability of entering into foreign exchange contracts. The Investment
Adviser shall also make recommendations as to the manner in which voting rights,
rights to consent to corporate action and any other rights pertaining to the
Fund's investments in Pacific Basin countries other than Japan shall be
exercised.
C-1
<PAGE>
ARTICLE II
ALLOCATION OF CHARGES AND EXPENSES
The Investment Adviser shall furnish, at its own expense, all
administrative services, office space, equipment and facilities, investment
advisory, statistical and research services, and executive, supervisory and
clerical personnel necessary to carry out its obligations under this Agreement.
ARTICLE III
COMPENSATION OF THE INVESTMENT ADVISER
For the services to be rendered as provided herein, the Manager shall pay
to the Investment Adviser at the end of each calendar month a fee based upon the
average daily value of the net assets of the Fund, as determined and computed in
accordance with the description of the determination of net asset value
contained in the prospectus and Statement of Additional Information, at the
annual rate of .0275 of 1% (.0275%) of the average daily net assets of the Fund,
less the Investment Adviser's pro rata portion of amounts paid by the Manager in
connection with distribution or shareholder servicing for the Fund, commencing
on the day following effectiveness hereof. For this purpose, the Investment
Adviser's pro rata portion of the amount paid by the Manager in connection with
distribution or shareholder servicing shall be determined based on the
relationship of the fee payable to the Investment Adviser by the Manager under
this Article III to the management fee payable by the Fund to the Manager under
the Management Agreement. During any period when the determination of net asset
value is suspended by the Board of Directors of the Corporation, the net asset
value of a share as of the last business day prior to such suspension shall for
this purpose be deemed to be the net asset value at the close of each succeeding
business day until it is again determined. If the Investment Adviser shall serve
for less than the whole of any period specified in this Article III, the
compensation to the Investment Adviser shall be prorated.
ARTICLE IV
LIMITATION OF LIABILITY OF THE INVESTMENT ADVISER
The Investment Adviser shall not be liable for any error of judgement or
mistake of law or for any loss arising out of any investment or for any act or
omission in the execution and management of the Fund, except for willful
misfeasance, bad faith or gross negligence in the performance of its duties, or
by reason of reckless disregard of its obligations and duties hereunder. As used
in this Article IV, the term "Investment Adviser" shall include any affiliates
of the Investment Adviser performing services for the Fund contemplated hereby
and directors, officers, partners and employees of the Investment Adviser and
such affiliates.
ARTICLE V
ACTIVITIES OF THE INVESTMENT ADVISER
The services of the Investment Adviser to the Fund are not to be deemed to
be exclusive, the Investment Adviser and any person controlled by or under
common control with the Investment Adviser (for purpose of this Article V
referred to as "affiliates") being free to render services to others. It is
understood that directors, officers, employees and shareholders of the Manager
are or may become interested in the Investment Adviser and its affiliates, as
directors, officers, employees, partners and shareholders or otherwise and that
directors, officers, employees, partners and shareholders of the Investment
Adviser and its affiliates are or may become similarly interested in the Manager
or the Fund, and that the Investment Adviser is or may become interested in the
Manager, the Corporation or the Fund as shareholder or otherwise.
C-2
<PAGE>
ARTICLE VI
DURATION AND TERMINATION OF THIS AGREEMENT
This Agreement shall become effective as of the date first above written
and shall remain in force until _______________ __, 1999 and thereafter, but
only so long as the Management Agreement remains in force and provided that such
continuance is specifically approved at least annually by (i) the Board of
Directors of the Corporation or by the vote of a majority of the outstanding
voting securities of the Fund and (ii) a majority of those directors who are not
parties to this Agreement or interested persons of any such party cast in person
at a meeting called for the purpose of voting on such approval.
This Agreement may be terminated at any time, without the payment of any
penalty, by the Manager or by vote of a majority of the outstanding voting
securities of the Fund or by the Investment Adviser, on sixty days' written
notice to the other party. This Agreement shall automatically terminate in the
event of its assignment.
ARTICLE VII
AMENDMENTS OF THIS AGREEMENT
This Agreement may be amended by the parties only if such amendment is
specifically approved by (i) the vote of a majority of outstanding voting
securities of the Fund, and (ii) a majority of those directors who are not
parties to this Agreement or interested persons of any such party cast in person
at a meeting called for the purpose of voting on such approval.
ARTICLE VIII
DEFINITIONS OF CERTAIN TERMS
The terms "vote of a majority of the outstanding voting securities,"
"assignment," "affiliated person" and "interested person," when used in this
Agreement, shall have the respective meanings specified in the Investment
Company Act of 1940 and the Rules and Regulations thereunder, subject, however,
to such exemptions as may be granted by the Securities and Exchange Commission
under said Act.
ARTICLE IX
GOVERNING LAW
This Agreement shall be construed in accordance with laws of the State of
New York and the applicable provisions of the Investment Company Act. To the
extent that the applicable laws of the State of New York or any of the
provisions herein conflict with the applicable provisions of the Investment
Company Act, the latter shall control.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the date first above written.
NOMURA ASSET MANAGEMENT U.S.A. INC.
By______________________________________
NOMURA ASSET MANAGEMENT SINGAPORE LTD.
By______________________________________
C-3
<PAGE>
Exhibit D
NOMURA PACIFIC BASIN FUND, INC.
ARTICLES OF AMENDMENT AND RESTATEMENT
NOMURA PACIFIC BASIN FUND, INC., a Maryland corporation (the
"Corporation"), does hereby certify to the State Department of Assessments and
Taxation of Maryland that:
FIRST: The name of the Corporation is Nomura Pacific Basin Fund, Inc. The
Corporation desires to amend and restate its charter as currently in effect. The
original Articles of Incorporation were filed with the State Department of
Assessments and Taxation of Maryland on March 14, 1985.
SECOND: Pursuant to Section 2-609 of the Maryland Corporations and
Associations Code, these Articles of Amendment and Restatement restate and amend
the provisions of the Articles of Incorporation of the Corporation.
THIRD: The amendment to and restatement of the charter of the Corporation
as set forth below has been duly advised by a majority of the board of directors
and approved by the stockholders of the Corporation as required by law.
FOURTH: The current address of the principal office of the Corporation is
as set forth in Article III of the amendment and restatement of the charter.
FIFTH: The name and address of the Corporation's current resident agent is
as set forth in Article III of the amendment and restatement of the charter.
SIXTH: The number of directors of the Corporation and the names of those
currently in office are as set forth in Article V of the amendment and
restatement of the charter.
SEVENTH:The text of the charter of the Corporation is hereby amended and
restated to read in its entirety as follows:
D-1
<PAGE>
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
NOMURA PACIFIC BASIN FUND, INC.
* * * *
ARTICLE I
[THE BRACKETED TEXT REPRESENTS STRIKE OUT TEXT]
[THE UNDERSIGNED, Douglas A. Sgarro, whose post office address is c/o
Brown, Wood, Ivey, Mitchell & Petty, One World Trade Center, New York, New York
10048, being at least eighteen years of age, does hereby act as an incorporator,
under and by virtue of the General Laws of the State of Maryland authorizing the
formation of corporations and with the intention of forming a corporation.]
[ARTICLE II]
NAME
The name of the Corporation is
NOMURA PACIFIC BASIN FUND, INC.
[THE BRACKETED TEXT REPRESENTS STRIKE OUT TEXT]
ARTICLE [III] II
PURPOSES AND POWERS
The purpose or purposes for which the Corporation is formed and the
business or objects to be transacted, carried on and promoted by it are as
follows:
(1) To conduct and carry on the business of an investment company of the
management type.
(2) To hold, invest and reinvest its assets in securities, and in
connection therewith to hold part or all of its assets in cash.
[THE BRACKETED TEXT REPRESENTS STRIKE OUT TEXT]
(3) To issue and sell shares of its own capital stock in such amounts and
on such terms and conditions, for such purposes and for such amount or kind of
consideration now or hereafter permitted by the General Laws of the State of
Maryland and by these Articles of Incorporation, as its Board of Directors may
determine[;provided, however, that the value of the consideration per share to
be received by the Corporation upon the sale or]
[THE BRACKETED TEXT REPRESENTS STRIKE OUT TEXT]
[other disposition of any shares of its capital stock shall not be less than the
net asset value per share of such capital stock outstanding at the time of such
event.]
(4) To redeem, purchase or otherwise acquire, hold, dispose of, resell,
transfer, reissue or cancel (all without the vote or consent of the stockholders
of the Corporation) shares of its capital stock OF ANY CLASS OR SERIES, AS ITS
BOARD OF DIRECTORS MAY DETERMINE, in any manner and to the extent now or
hereafter permitted by the General Laws of the State of Maryland and by these
Articles of Incorporation.
(5) To do any and all such further acts or things and to exercise any and
all such further powers or rights as may be necessary, desirable or appropriate
for or incidental, related or conducive to the accomplishment, carrying out or
attainment of all or any of the foregoing purposes or objects.
D-2
<PAGE>
The Corporation shall be authorized to exercise and enjoy all of
the powers, rights and privileges granted to, or conferred upon, corporations by
the General Laws of the State of Maryland now or hereafter in force, and the
enumeration of the foregoing shall not be deemed to exclude any powers, rights
or privileges so granted or conferred.
[THE BRACKETED TEXT REPRESENTS STRIKE OUT TEXT]
ARTICLE [IV] III
PRINCIPAL OFFICE AND RESIDENT AGENT
The post-office address of the principal office of the Corporation in the
State of Maryland is c/o The Corporation Trust Incorporated, 32 South Street,
Baltimore, Maryland 21202. The name of the resident agent of the Corporation in
this State is The Corporation Trust Incorporated, a corporation of this State,
and the post-office address of the resident agent is 32 South Street, Baltimore,
Maryland 21202.
[THE BRACKETED TEXT REPRESENTS STRIKE OUT TEXT]
ARTICLE IV [V]
CAPITAL STOCK
[THE BRACKETED TEXT REPRESENTS STRIKE OUT TEXT]
(1) The total number of shares of capital stock which the Corporation shall
have authority to issue is Two Hundred Million (200,000,000) shares[, all of one
class called] of Common Stock, of the par value of [Ten Cents ($0.10)] TEN CENTS
($.10) per share, and of the aggregate par value of Twenty Million Dollars
($20,000,000). THE CAPITAL STOCK INITIALLY IS CLASSIFIED INTO ONE SERIES, WHICH
CONSISTS OF TWO CLASSES OF COMMON STOCK, AS FOLLOWS:
CLASS A CLASS Y
COMMON STOCK COMMON STOCK
------------------ -----------------
PACIFIC BASIN PORTFOLIO 50,000,000 SHARES 50,000,000 SHARES
THE REMAINDER OF THE CORPORATION'S CAPITAL STOCK, ONE HUNDRED MILLION
(100,000,000) SHARES OF COMMON STOCK, IS NOT INITIALLY CLASSIFIED AS TO ANY
CLASS OR SERIES. ALL SHARES OF THE CAPITAL STOCK OF THE CORPORATION ISSUED AND
OUTSTANDING AS OF THE DATE HEREOF SHALL BE CLASSIFIED INITIALLY AS CLASS Y
COMMON STOCK OF THE PACIFIC BASIN PORTFOLIO.
(2) THE BOARD OF DIRECTORS MAY CLASSIFY AND RECLASSIFY ANY UNISSUED SHARES
OF CAPITAL STOCK, OF ANY CLASS OR SERIES, INTO ONE OR MORE ADDITIONAL OR OTHER
CLASSES OR SERIES AS MAY BE ESTABLISHED FROM TIME TO TIME BY SETTING OR CHANGING
IN ANY ONE OR MORE RESPECTS THE DESIGNATIONS, PREFERENCES, CONVERSION OR OTHER
RIGHTS, VOTING POWERS, RESTRICTIONS, LIMITATIONS AS TO DIVIDENDS, QUALIFICATIONS
OR TERMS OR CONDITIONS OF REDEMPTION OF SUCH SHARES OF STOCK AND PURSUANT TO
SUCH CLASSIFICATION OR RECLASSIFICATION TO INCREASE OR DECREASE THE NUMBER OF
AUTHORIZED SHARES OF ANY EXISTING CLASS OR SERIES.
(3) UNLESS OTHERWISE EXPRESSLY PROVIDED IN THE CHARTER OF THE CORPORATION,
INCLUDING ANY ARTICLES SUPPLEMENTARY CREATING ANY CLASS OR SERIES OF CAPITAL
STOCK, THE HOLDERS OF EACH CLASS OR SERIES OF CAPITAL STOCK SHALL BE ENTITLED TO
DIVIDENDS AND DISTRIBUTIONS IN SUCH AMOUNTS AND AT SUCH TIMES AS MAY BE
DETERMINED BY THE BOARD OF DIRECTORS, AND THE DIVIDENDS AND DISTRIBUTIONS PAID
WITH RESPECT TO THE VARIOUS CLASSES OR SERIES OF CAPITAL STOCK MAY VARY AMONG
SUCH CLASSES AND SERIES. DIVIDENDS ON A CLASS OR SERIES MAY BE DECLARED OR PAID
ONLY OUT OF THE NET ASSETS OF THAT CLASS OR SERIES. EXPENSES RELATED TO THE
DISTRIBUTION OF, AND OTHER IDENTIFIED EXPENSES THAT SHOULD PROPERLY BE ALLOCATED
TO, THE SHARES OF A PARTICULAR CLASS OR SERIES OF CAPITAL STOCK MAY BE CHARGED
TO AND BORNE SOLELY BY SUCH CLASS OR SERIES AND THE BEARING OF EXPENSES SOLELY
BY A CLASS OR SERIES OF CAPITAL STOCK MAY BE APPROPRIATELY REFLECTED (IN A
MANNER DETERMINED BY THE BOARD OF DIRECTORS) AND CAUSE DIFFERENCES IN THE NET
ASSET VALUE ATTRIBUTABLE TO, AND THE DIVIDEND, REDEMPTION AND LIQUIDATION RIGHTS
OF, THE SHARES OF EACH CLASS OR SERIES OF CAPITAL STOCK.
D-3
<PAGE>
(4) UNLESS OTHERWISE EXPRESSLY PROVIDED IN THE CHARTER OF THE CORPORATION,
INCLUDING ANY ARTICLES SUPPLEMENTARY CREATING ANY CLASS OR SERIES OF CAPITAL
STOCK, ON EACH MATTER SUBMITTED TO A VOTE OF STOCKHOLDERS,
EACH HOLDER OF A SHARE OF CAPITAL STOCK OF THE CORPORATION SHALL BE ENTITLED TO
ONE VOTE FOR EACH SHARE STANDING IN SUCH HOLDER'S NAME ON THE BOOKS OF THE
CORPORATION, IRRESPECTIVE OF THE CLASS OR SERIES THEREOF, AND ALL SHARES OF ALL
CLASSES AND SERIES SHALL VOTE TOGETHER AS A SINGLE CLASS; PROVIDED, HOWEVER,
THAT (A) AS TO ANY MATTER WITH RESPECT TO WHICH A SEPARATE VOTE OF ANY CLASS OR
SERIES IS REQUIRED BY THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE
"INVESTMENT COMPANY ACT"), AS IN EFFECT FROM TIME TO TIME, OR ANY RULES,
REGULATIONS OR ORDERS ISSUED THEREUNDER, OR BY THE MARYLAND GENERAL CORPORATION
LAW, SUCH REQUIREMENT AS TO A SEPARATE VOTE BY THAT CLASS OR SERIES SHALL APPLY
IN LIEU OF A GENERAL VOTE OF ALL CLASSES AND SERIES AS DESCRIBED ABOVE, (B) IN
THE EVENT THAT THE SEPARATE VOTE REQUIREMENTS REFERRED TO IN (A) ABOVE APPLY
WITH RESPECT TO ONE OR MORE CLASSES OR SERIES, THEN, SUBJECT TO PARAGRAPH (C)
BELOW, THE SHARES OF ALL OTHER CLASSES AND SERIES NOT ENTITLED TO A SEPARATE
CLASS VOTE SHALL VOTE AS A SINGLE CLASS, AND (C) AS TO ANY MATTER WHICH DOES NOT
AFFECT THE INTEREST OF A PARTICULAR CLASS OR SERIES, SUCH CLASS OR SERIES SHALL
NOT BE ENTITLED TO ANY VOTE AND ONLY THE HOLDERS OF SHARES OF THE AFFECTED
CLASSES AND SERIES, IF ANY, SHALL BE ENTITLED TO VOTE.
(5) NOTWITHSTANDING ANY PROVISION OF THE MARYLAND GENERAL CORPORATION LAW
REQUIRING A GREATER PROPORTION THAN A MAJORITY OF THE VOTES OF ALL CLASSES OR
SERIES OF CAPITAL STOCK OF THE CORPORATION (OR OF ANY CLASS OR SERIES ENTITLED
TO VOTE THEREON AS A SEPARATE CLASS OR SERIES) TO TAKE OR AUTHORIZE ANY ACTION,
THE CORPORATION IS HEREBY AUTHORIZED (SUBJECT TO THE REQUIREMENTS OF THE
INVESTMENT COMPANY ACT AS IN EFFECT FROM TIME TO TIME, AND ANY RULES,
REGULATIONS AND ORDERS ISSUED THEREUNDER) TO TAKE SUCH ACTION UPON THE
CONCURRENCE OF A MAJORITY OF THE VOTES ENTITLED TO BE CAST BY HOLDERS OF CAPITAL
STOCK OF THE CORPORATION (OR A MAJORITY OF THE VOTES ENTITLED TO BE CAST BY
HOLDERS OF A CLASS OR SERIES ENTITLED TO VOTE THEREON AS A SEPARATE CLASS OR
SERIES).
(6) UNLESS OTHERWISE EXPRESSLY PROVIDED IN THE CHARTER OF THE CORPORATION,
INCLUDING ANY ARTICLES SUPPLEMENTARY CREATING ANY CLASS OR SERIES OF CAPITAL
STOCK, IN THE EVENT OF ANY LIQUIDATION, DISSOLUTION OR WINDING UP OF THE
CORPORATION, WHETHER VOLUNTARY OR INVOLUNTARY, THE HOLDERS OF EACH CLASS OR
SERIES OF CAPITAL STOCK OF THE CORPORATION SHALL BE ENTITLED, AFTER PAYMENT OR
PROVISION FOR PAYMENT OF THE DEBTS AND OTHER LIABILITIES OF THE CORPORATION, TO
SHARE RATABLY IN THE REMAINING NET ASSETS OF THE CORPORATION APPLICABLE TO THAT
CLASS OR SERIES.
[THE BRACKETED TEXT REPRESENTS STRIKE OUT TEXT]
(7) [(2)] Any fractional shares shall carry proportionately all the rights
of a whole share, excepting any right to
receive a certificate evidencing such fractional share, but including, without
limitation, the right to vote and the right to receive dividends.
(8) THE PRESENCE IN PERSON OR BY PROXY OF THE HOLDERS OF SHARES ENTITLED TO
CAST ONE-THIRD OF THE VOTES ENTITLED TO BE CAST SHALL CONSTITUTE A QUORUM AT ANY
MEETING OF STOCKHOLDERS, EXCEPT WITH RESPECT TO ANY MATTER WHICH REQUIRES
APPROVAL BY A SEPARATE VOTE OF ONE OR MORE CLASSES OR SERIES OF STOCK, IN WHICH
CASE THE PRESENCE IN PERSON OR BY PROXY OF THE HOLDERS OF SHARES ENTITLED TO
CAST ONE-THIRD OF THE VOTES ENTITLED TO BE CAST BY EACH CLASS OR SERIES ENTITLED
TO VOTE AS A SEPARATE CLASS OR SERIES SHALL CONSTITUTE A QUORUM.
[THE BRACKETED TEXT REPRESENTS STRIKE OUT TEXT]
(9)[(3)] All persons who shall acquire stock in the Corporation, OF ANY
CLASS OR SERIES, shall acquire the same subject to the provisions of these
Articles of Incorporation and the By-Laws of the Corporation.
[THE BRACKETED TEXT REPRESENTS STRIKE OUT TEXT]
[ARTICLE VI]
(10)(A) EACH SERIES OF CAPITAL STOCK OF THE CORPORATION SHALL RELATE TO A
SEPARATE PORTFOLIO OF INVESTMENTS. ALL SHARES OF STOCK IN EACH SERIES SHALL BE
IDENTICAL EXCEPT THAT THERE MAY BE VARIATIONS AMONG AND WITHIN THE DIFFERENT
CLASSES COMPRISING THE SERIES AS TO THE PURCHASE PRICE, DETERMINATION OF NET
ASSET VALUE, DESIGNATIONS, PREFERENCES, CONVERSION OR OTHER RIGHTS, VOTING
POWERS, RESTRICTIONS, SPECIAL AND RELATIVE RIGHTS AND LIMITATIONS AS TO
DIVIDENDS AND ON LIQUIDATION, QUALIFICATIONS OR TERMS OR CONDITIONS OF
REDEMPTION OF SUCH SHARES OF STOCK.
(B) SUBJECT TO THE POWER OF THE BOARD OF DIRECTORS TO RECLASSIFY UNISSUED
SHARES OF STOCK, EACH SERIES OF STOCK OF THE CORPORATION SHALL HAVE THE
FOLLOWING POWERS, PREFERENCES, CONVERSION AND OTHER RIGHTS, VOTING POWERS,
RESTRICTIONS, LIMITATIONS AS TO DIVIDENDS, AND TERMS AND CONDITIONS OF
REDEMPTION:
D-4
<PAGE>
(I) ALL CONSIDERATION RECEIVED BY THE CORPORATION FOR THE ISSUE OR
SALE OF STOCK OF EACH SERIES, TOGETHER WITH ALL ASSETS IN WHICH SUCH
CONSIDERATION IS INVESTED OR REINVESTED, ALL INCOME, EARNINGS, PROFITS AND
PROCEEDS RECEIVED THEREON, INCLUDING ANY PROCEEDS DERIVED FROM THE SALE,
EXCHANGE OR LIQUIDATION THEREOF, AND ANY ASSETS, FUNDS OR PAYMENTS DERIVED
FROM ANY REINVESTMENT OF SUCH PROCEEDS IN WHATEVER FORM THE SAME MAY BE,
SHALL IRREVOCABLY BELONG TO THE SERIES OF STOCK WITH RESPECT TO WHICH SUCH
ASSETS, PAYMENTS OR FUNDS WERE RECEIVED BY THE CORPORATION FOR ALL
PURPOSES, SUBJECT ONLY TO THE RIGHTS OF CREDITORS, AND SHALL BE SO HANDLED
IN THE BOOKS OF ACCOUNT OF THE CORPORATION. SUCH ASSETS, PAYMENTS AND
FUNDS, INCLUDING ANY PROCEEDS DERIVED FROM THE SALE, EXCHANGE OR
LIQUIDATION THEREOF, AND
ANY ASSETS, FUNDS OR PAYMENTS DERIVED FROM ANY REINVESTMENT OF SUCH
PROCEEDS IN WHATEVER FORM THE SAME MAY BE, ARE HEREIN REFERRED TO AS
"ASSETS BELONGING TO" SUCH SERIES. IN THE EVENT THAT THERE ARE ANY ASSETS,
INCOME, EARNINGS, PROFITS AND PROCEEDS THEREOF, FUNDS OR PAYMENTS THAT ARE
NOT READILY IDENTIFIABLE AS BELONGING TO ANY PARTICULAR SERIES, THE BOARD
OF DIRECTORS OF THE CORPORATION SHALL ALLOCATE THEM AMONG ANY ONE OR MORE
OF THE SERIES ESTABLISHED AND DESIGNATED FROM TIME TO TIME IN SUCH MANNER
AND ON SUCH BASIS AS THE BOARD OF DIRECTORS, IN THEIR SOLE DISCRETION, DEEM
FAIR AND EQUITABLE. EACH ALLOCATION BY THE BOARD OF DIRECTORS SHALL BE
CONCLUSIVE AND BINDING ON THE SHAREHOLDERS OF THE CORPORATION OF ALL SERIES
FOR ALL PURPOSES.
(II) THE ASSETS BELONGING TO EACH SERIES OF STOCK SHALL BE CHARGED
WITH THE LIABILITIES IN RESPECT TO SUCH SERIES, AND ALSO SHALL BE CHARGED
WITH THEIR SHARE OF THE GENERAL LIABILITIES OF THE CORPORATION, IN
PROPORTION TO THE RELATIVE ASSET VALUES OF THE RESPECTIVE SERIES DETERMINED
IN ACCORDANCE WITH THE CHARTER OF THE CORPORATION OR IN SUCH OTHER MANNER
AS MAY BE DETERMINED BY THE BOARD OF DIRECTORS IN ACCORDANCE WITH LAW. THE
DETERMINATION OF THE BOARD OF DIRECTORS SHALL BE CONCLUSIVE AS TO THE
AMOUNT OF LIABILITIES, INCLUDING ACCRUED EXPENSES AND RESERVES, AS TO THE
ALLOCATION OF THE SAME TO A GIVEN SERIES, AND AS TO WHETHER THE SAME OR
GENERAL ASSETS OF THE CORPORATION ARE ALLOCABLE TO ONE OR MORE SERIES.
(11) AT SUCH TIMES (WHICH MAY VARY WITHIN A CLASS OF STOCK) AS MAY BE
DETERMINED BY THE BOARD OF DIRECTORS (OR WITH THE AUTHORIZATION OF THE BOARD OF
DIRECTORS, BY THE OFFICERS OF THE CORPORATION) IN ACCORDANCE WITH THE INVESTMENT
COMPANY ACT AS IN EFFECT FROM TIME TO TIME, APPLICABLE RULES AND REGULATIONS
THEREUNDER AND APPLICABLE RULES OF THE NATIONAL ASSOCIATION OF SECURITIES
DEALERS, INC. AND REFLECTED IN THE CORPORATION'S PERTINENT REGISTRATION
STATEMENT, SHARES OF A PARTICULAR CLASS OF STOCK OF THE CORPORATION MAY BE
AUTOMATICALLY CONVERTED INTO SHARES OF ANOTHER CLASS OF STOCK OF THE CORPORATION
WITHIN THE SAME SERIES BASED ON THE RELATIVE NET ASSET VALUES OF SUCH CLASSES AT
THE TIME OF CONVERSION, SUBJECT, HOWEVER, TO ANY CONDITIONS OF CONVERSION THAT
MAY BE IMPOSED BY THE BOARD OF DIRECTORS (OR WITH THE AUTHORIZATION OF THE BOARD
OF DIRECTORS, BY THE OFFICERS OF THE CORPORATION) AND REFLECTED IN THE
CORPORATION'S PERTINENT REGISTRATION STATEMENT AS AFORESAID.
ARTICLE V
PROVISIONS FOR DEFINING, LIMITING AND
REGULATING CERTAIN POWERS OF THE
CORPORATION AND OF THE DIRECTORS
AND STOCKHOLDERS
[THE BRACKETED TEXT REPRESENTS STRIKE OUT TEXT]
(1) The number of directors of the Corporation shall be [three (3)] SIX
(6), which number may be increased pursuant to the By-Laws of the Corporation
but shall never be less than three (3). The names of the CURRENT directors who
shall act until the [first] NEXT annual meeting or until their successors are
duly elected and qualify are:
[THE BRACKETED TEXT REPRESENTS STRIKE OUT TEXT]
[Akira Shimizu] WILLIAM G. BARKER, JR.
[John F. Wallace] GEORGE H. CHITTENDEN
[Takeo Nakamura] HARUO SAWADA
CHOR WENG TAN
ARTHUR R. TAYLOR
JOHN F. WALLACE
D-5
<PAGE>
(2) The Board of Directors of the Corporation is hereby empowered to
authorize the issuance from time to time of shares of capital stock, OF ANY
CLASS OR SERIES, AND SECURITIES CONVERTIBLE INTO SHARES OF CAPITAL STOCK OF THE
CORPORATION, whether now or hereafter authorized, for such consideration as the
Board of Directors may deem advisable, subject to such limitations as may be set
forth in these Articles of Incorporation or in the By-Laws of the Corporation or
in the General Laws of the State of Maryland.
(3) No holder of stock of the Corporation shall, as such holder, have any
right to purchase or subscribe for any shares of the capital stock of the
Corporation or any other security of the Corporation which it may issue or sell
(whether out of the number of shares authorized by these Articles of
Incorporation, or out of any shares of the capital stock of the Corporation, OF
ANY CLASS OR SERIES, acquired by it after the issue thereof, or otherwise) other
than such right, if any, as the Board of Directors, in its discretion, may
determine.
[THE BRACKETED TEXT REPRESENTS STRIKE OUT TEXT]
(4) Each director and each officer of the Corporation shall be indemnified
by the Corporation to the full extent permitted by the General Laws of the State
of Maryland, subject to the requirements of the Investment Company Act [of 1940,
as amended].
[THE BRACKETED TEXT REPRESENTS STRIKE OUT TEXT]
(5) The Board of Directors of the Corporation may make, alter or repeal
from time to time any of the By-Laws of the Corporation except any particular
By-Law which is specified as not subject to alteration or repeal by the Board of
Directors, subject to the requirements of the Investment Company Act [of 1940,
as amended].
[THE BRACKETED TEXT REPRESENTS STRIKE OUT TEXT]
ARTICLE [VII] VI
REDEMPTION
Each holder of shares of capital stock of the Corporation shall be entitled
to require the Corporation to redeem all or any part of the shares of capital
stock of the Corporation standing in the name of such holder on the books of the
Corporation, and all shares of capital stock issued by the Corporation shall be
subject to redemption by the Corporation, at the redemption price of such shares
as in effect from time to time as may be determined by the Board of Directors of
the Corporation in accordance with the provisions hereof, subject to the right
of the Board of Directors of the Corporation to suspend the right of redemption
of shares of capital stock of the Corporation or postpone the date of payment of
such redemption price in accordance with provisions of applicable law. The
redemption price of shares of capital stock of the Corporation shall be the net
asset value thereof as determined by the Board of Directors of the Corporation
from time to time in accordance with the provisions of applicable law, less such
redemption fee or other charge, if any, as may be fixed by resolution of the
Board of Directors of the Corporation. Payment of the redemption price shall be
made in cash by the Corporation at such time and in such manner as may be
determined from time to time by the Board of Directors of the Corporation.
[THE BRACKETED TEXT REPRESENTS STRIKE OUT TEXT]
ARTICLE [VIII] VII
DETERMINATION BINDING
Any determination made in good faith, so far as accounting matters are
involved, in accordance with accepted accounting practice by or pursuant to the
direction of the Board of Directors, as to the amount of assets, obligations or
liabilities of the Corporation, as to the amount of net income of the
Corporation from dividends and interest for any period or amounts at any time
legally available for the payment of dividends, as to the amount of any reserves
or charges set up and the propriety thereof, as to the time of or purpose for
creating reserves or as to the use, alteration or cancellation of any reserves
or charges (whether or not any obligation or liability for which such reserves
or charges shall have been created, shall have been paid or discharged or shall
be then or thereafter required to be paid or discharged), as to the price of any
security owned by the Corporation or as to any other matters relating to the
issuance, sale, redemption or other acquisition or disposition of securities or
shares of capital stock of the Corporation, and any reasonable determination
made in good faith by the Board of Directors as to whether any transaction
D-6
<PAGE>
[THE BRACKETED TEXT REPRESENTS STRIKE OUT TEXT]
constitutes a purchase of securities on "margin," a sale of securities "short,"
or an underwriting or the sale of, or a participation in any underwriting or
selling group in connection with the public distribution of, any securities,
shall be final and conclusive, and shall be binding upon the Corporation and all
holders of its capital stock, past, present and future, and shares of the
capital stock of the Corporation are issued and sold on the condition and
understanding, evidenced by the purchase of shares of capital stock or
acceptance of share certificates, that any and all such determinations shall be
binding as aforesaid. No provision of these Articles of Incorporation shall be
effective to (a) require a waiver of compliance with any provision of the
Securities Act of 1933, as amended, or the Investment Company Act [of 1940, as
amended], or of any valid rule, regulation or order of the Securities and
Exchange Commission thereunder or (b) protect or purport to protect any director
or officer of the Corporation against any liability to the Corporation or its
security holders to which he would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of his office.
[THE BRACKETED TEXT REPRESENTS STRIKE OUT TEXT]
ARTICLE [IX] VIII
PERPETUAL EXISTENCE
The duration of the Corporation shall be perpetual.
[THE BRACKETED TEXT REPRESENTS STRIKE OUT TEXT]
ARTICLE IX [X]
AMENDMENT
The Corporation reserves the right from time to time to make any amendment
of its Charter, now or hereafter authorized by law, including any amendment
which alters the contract rights, as expressly set forth in its Charter, of any
outstanding stock.
[THE BRACKETED TEXT REPRESENTS STRIKE OUT TEXT]
ARTICLE X
MAJORITY VOTE OF STOCKHOLDERS
Notwithstanding any provision of the laws of the State of Maryland
requiring a greater proportion than a majority of the votes of all classes (or
of any class) of stock entitled to be cast to take or authorize any action, such
action may (subject to other applicable provisions of law and the Charter any
By-Laws of the Corporation) be taken or authorized upon the concurrence of a
majority of the aggregate number of the votes entitled to be cast thereon.]
* * * *
EIGHTH: THE FOREGOING AMENDMENT AND RESTATEMENT DOES NOT INCREASE THE
AUTHORIZED STOCK OF THE CORPORATION.
NINTH: THESE ARTICLES OF AMENDMENT AND RESTATEMENT SHALL BE EFFECTIVE AT
THE VERY BEGINNING OF THE DAY ON _______________, 1997.
D-7
<PAGE>
IN WITNESS WHEREOF, NOMURA PACIFIC BASIN FUND, INC. has caused these
presents to be signed in its name and on its behalf by its President and
attested to by its Secretary as of the day of , 1997.
ATTEST: NOMURA PACIFIC BASIN FUND, INC.
(a Maryland corporation)
________________________ By:__________________________
John F. Wallace Haruo Sawada
Secretary President
THE UNDERSIGNED, President of NOMURA PACIFIC BASIN FUND, INC., a Maryland
corporation, who executed on behalf of the Corporation the foregoing Articles of
Amendment and Restatement of which this certificate is made a part, hereby
acknowledges in the name and on behalf of the Corporation the foregoing Articles
of Amendment and Restatement to be the corporate act of the Corporation and
hereby certifies that to the best of his knowledge, information and belief the
matters and facts set forth therein with respect to the authorization and
approval thereof are true in all material respects under the penalties for
perjury.
_________________________
Haruo Sawada
President
D-8
<PAGE>
NOMURA PACIFIC BASIN FUND, INC.
180 MAIDEN LANE
NEW YORK, NEW YORK 10038
P R O X Y
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Haruo Sawada and John F. Wallace as proxies,
each with the power to appoint his substitute, and hereby authorizes them to
represent and to vote, as designated on the reverse hereof, all the common stock
of Nomura Pacific Basin Fund, Inc. (the "Fund") held of record by the
undersigned on August 4, 1997 at the Annual Meeting of the shareholders of the
Fund to be held on September 24, 1997 or any adjournment thereof.
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY USING THE ENCLOSED
ENVELOPE.
Please sign exactly as name(s) appear(s) hereon. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporate name by president or other authorized officer. If a
partnership, please sign in partnership name by authorized persons.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
_________________________________ __________________________________
_________________________________ __________________________________
_________________________________ __________________________________
<PAGE>
|X| PLEASE MARK VOTES AS IN THIS EXAMPLE
NOMURA PACIFIC BASIN FUND, INC.
Mark box at right if an address change or comment has |_|
been noted on the reverse
side of this card.
Please be sure to sign and date this Proxy. Date__________
Shareholder sign here _____________________ Co-owner sign here ______________
THE BOARD OF DIRECTORS RECOMMENDS A VOTE
"FOR" ALL PROPOSALS.
1. Election of Directors.
William G. Barker, Jr. Chor Weng Tan
George H. Chittenden Arthur R. Taylor
Haruo Sawada John F. Wallace
For All Nominees |_| Withhold |_| For All Nominees Except |_|
If you do not wish your shares voted "For" a particular nominee, mark the "For
All Nominees Except" box and strike a line through that nominee's(s') name(s).
Your shares will be voted for the remaining nominee(s).
2. Proposal to ratify the selection of Price Waterhouse LLP as the independent
accountants of the Fund.
For |_| Against |_| Abstain |_|
3. Proposal to approve the new Management Agreement.
For |_| Against |_| Abstain |_|
4. Proposal to approve the new Investment Advisory Agreement between the
Manager and Nomura Asset Management Co., Ltd.
For |_| Against |_| Abstain |_|
5. Proposal to approve the new Investment Advisory Agreement between the
Manager and Nomura Asset Management Singapore Ltd.
For |_| Against |_| Abstain |_|
6. Proposal to adopt Charter amendments to permit the Fund to offer multiple
classes of shares.
For |_| Against |_| Abstain |_|
7. Proposal to remove certain fundamental investment restrictions.
For |_| Against |_| Abstain |_|
8. In the discretion of such proxies, upon such other business as may properly
come before the meeting or any adjournment thereof.
This proxy, when properly executed, will be voted in the manner directed herein
by the undersigned shareholder. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR ALL PROPOSALS.
RECORD DATE SHARES:
<PAGE>
Nomura Pacific Basin Fund, Inc.
180 Maiden Lane
New York, NY 10038
August 20, 1997
Dear Shareholder:
We are writing to request your vote on matters that are important to the
Fund. We urge you to review the attached proxy statement, cast your vote on the
attached proxy card and return your card in the enclosed envelope.
Of particular importance are the proposals to approve new management and
investment advisory agreements. As described in the enclosed proxy statement,
these new agreements are required in light of a corporate restructuring of the
Fund's investment advisers in which they are being consolidated with affiliated
advisory companies. The new agreements do not change the fee paid by the Fund.
The agreements will not become effective unless each of them is approved.
The Directors unanimously recommend that you vote "FOR" each of the
proposals described in the Fund's proxy statement. Your participation is
important. If you will not be attending the meeting personally, we urge you to
return the enclosed proxy card.
On behalf of the Board of Directors
Haruo Sawada
President
