<PAGE>
SCHEDULE 14A INFORMATION
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:
[X] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
JAKARTA GROWTH FUND, INC.
....................................................................
(Name of Registrant as Specified In Its Charter)
....................................................................
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 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 statement 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:
..............................................................
<PAGE>
PRELIMINARY COPIES
JAKARTA GROWTH FUND, INC.
180 MAIDEN LANE
NEW YORK, NEW YORK 10038
------------------------
NOTICE OF 1996 ANNUAL MEETING OF STOCKHOLDERS
NOVEMBER 12, 1996
------------------------
TO THE STOCKHOLDERS OF
JAKARTA GROWTH FUND, INC.:
Notice is hereby given that the 1996 Annual Meeting of Stockholders (the
"Meeting") of Jakarta Growth Fund, Inc. (the "Company") will be held at the
offices of Nomura Capital Management, Inc., 180 Maiden Lane, New York, New York
on Tuesday, November 12, 1996, at 9:00 A.M. for the following purposes:
(1) To elect six Directors to serve for the ensuing year;
(2) To consider and act upon a proposal to ratify the selection of Price
Waterhouse LLP as independent accountants of the Company for its fiscal
year ending March 31, 1997;
(3) To consider and act upon a proposal to approve a revised Investment
Advisory Agreement between Nomura Capital Management, Inc. and Nomura
Investment Management Co., Ltd. and a new Investment Sub-Advisory Agreement
between Nomura Investment Management Co., Ltd. and Nomura Capital
Management (Singapore) Ltd.; and
(4) 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 September 20,
1996 as the record date for the determination of stockholders entitled to notice
of and to vote at the meeting or any adjournment thereof.
A complete list of the stockholders of the Company entitled to vote at the
Meeting will be available and open to the examination of any stockholder of the
Company for any purpose germane to the Meeting during ordinary business hours
from and after October 28, 1996, at the offices of the Company, 180 Maiden Lane,
New York, New York.
You are cordially invited to attend the Meeting. Stockholders 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 Company.
By Order of the Board of Directors
JOHN F. WALLACE
Secretary
New York, New York
Dated: September , 1996
<PAGE>
[This page is intentionally left blank.]
<PAGE>
PROXY STATEMENT
JAKARTA GROWTH FUND, INC.
180 MAIDEN LANE
NEW YORK, NEW YORK 10038
------------------------
1996 ANNUAL MEETING OF STOCKHOLDERS
NOVEMBER 12, 1996
------------------------
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of Jakarta Growth Fund, Inc., a
Maryland corporation (the "Company"), to be voted at the 1996 Annual Meeting of
Stockholders of the Company (the "Meeting") to be held at the offices of Nomura
Capital Management, Inc., 180 Maiden Lane, New York, New York, on Tuesday,
November 12, 1996, at 9:00 A.M. The approximate mailing date of this Proxy
Statement is September 30, 1996.
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 for the election of six Directors, for the ratification of the
selection of independent accountants and for the approval of a revised
Investment Advisory Agreement between Nomura Capital Management, Inc. ("NCM" or
the "Manager") and Nomura Investment Management Co., Ltd. ("NIMCO") and a new
Investment Sub-Advisory Agreement between NIMCO and Nomura Capital Management
(Singapore) Ltd. ("NCM-Singapore"). Any proxy may be revoked at any time prior
to the exercise thereof by giving written notice to the Secretary of the Company
at the Company's address indicated above or by voting in person at the Meeting.
The Board of Directors has fixed the close of business on September 20,
1996 as the record date for the determination of stockholders entitled to notice
of and to vote at the Meeting and at any adjournment thereof. Stockholders on
the record date will be entitled to one vote for each share held, with no shares
having cumulative voting rights. As of September 20, 1996, the Company had
outstanding 5,016,735 shares of Common Stock, par value $0.10 per share.
The Board of Directors of the Company knows of no business other than that
mentioned in Items 1 through 3 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.
ELECTION OF DIRECTORS
At the Meeting six Directors will be elected to serve until the next Annual
Meeting of Stockholders and until their successors are elected and qualified. 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.
The Board of Directors of the Company knows of no reason why any of these
nominees will be unable to serve, but in the event of any such unavailability,
the proxies received will be voted for such substitute nominees as the Board of
Directors may recommend.
<PAGE>
Certain information concerning the nominees is set forth as follows:
<TABLE>
<CAPTION>
SHARES OF
COMMON STOCK
OF THE COMPANY
PRINCIPAL OCCUPATIONS BENEFICIALLY
NAME AND ADDRESS DURING PAST FIVE YEARS DIRECTOR OWNED AT
OF NOMINEE AND PUBLIC DIRECTORSHIPS (1) AGE SINCE SEPTEMBER 20, 1996
- --------------------------- ------------------------------------ --- -------- ------------------
<S> <C> <C> <C> <C>
William G. Barker, Consultant to the television 63 1993 0
Jr.(2) .................... industry since 1991. Senior Vice
111 Parsonage Road President and Chief Financial
Greenwich, Connecticut Officer of The CBS/Fox Company
06830 from 1982 to 1991.
George H. Chittenden(2) ... Director of Bank Audi (USA). 79 1990 500
155 Buffalo Bay, Neck Road
Madison, Connecticut 06443
Iwao Komatsu(3) ........... President of the Company since 1995; 59 1995 0
180 Maiden Lane President of NCM since 1995 and
New York, New York 10038 Director since 1994; Managing
Director of NIMCO from 1990 to
1996, Director from 1987 to 1990;
Director of Nomura Capital
Management (U.K.) Limited since
1994 and Managing Director from
1989 to 1993.
Chor Weng Tan(2) .......... Managing Director for Education, The 60 1990 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 61 1990 0
2400 Chew Street since 1992; Dean of the Faculty of
Allentown, Pennsylvania Business of Fordham University
18104 from 1985 to 1992; Chairman of
Arthur R. Taylor & Co. (investment
firm); and Director of Pitney
Bowes Inc. and Louisiana Land &
Exploration Company.
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
SHARES OF
COMMON STOCK
OF THE COMPANY
PRINCIPAL OCCUPATIONS BENEFICIALLY
NAME AND ADDRESS DURING PAST FIVE YEARS DIRECTOR OWNED AT
OF NOMINEE AND PUBLIC DIRECTORSHIPS (1) AGE SINCE SEPTEMBER 20, 1996
- --------------------------- ------------------------------------ --- -------- ------------------
<S> <C> <C> <C> <C>
John F. Wallace (3) ....... Secretary and Treasurer of the 68 1990 0
180 Maiden Lane Company since 1990; Senior Vice
New York, New York 10038 President 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.
<FN>
- ---------------
(1) Each of the nominees is also a director of Japan OTC Equity Fund, Inc.,
Korea Equity Fund, Inc. and Nomura Pacific Basin 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 Company.
</TABLE>
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 Company 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 Company's independent
accountants and the evaluation by such accountants of the accounting procedures
followed by the Company. The principal purpose of the Nominating Committee is to
select and nominate the Directors who are not "interested persons" of the
Company as defined in the Investment Company Act. The Nominating Committee will
consider nominees recommended by stockholders of the Company. Stockholders
should submit nominees to the Secretary of the Company. The Company has no
standing Compensation Committee.
During the fiscal year ended March 31, 1996, the Board of Directors held
four 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 not an "interested person"
of the Company attended at least 75% of the meetings of the Audit and Nominating
Committees held during such period.
Interested Persons. The Company considers two nominees, Messrs. Komatsu and
Wallace, to be "interested persons" of the Company within the meaning of Section
2(a) (19) of the Investment Company Act. Mr. Komatsu is President of the Company
and the President and a director of NCM. Mr. Wallace is Secretary and Treasurer
of the Company, 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 Company who are affiliated with the Manager or any of its
affiliates. The Company 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 relating to attendance at meetings. Such fees and
expenses aggregated $32,994 for the fiscal year ended March 31, 1996.
3
<PAGE>
The following table sets forth for the periods indicated compensation paid
by the Company 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 COMPANY FOR COMPANY EXPENSES FOR ITS DIRECTORS DURING THE
ITS FISCAL YEAR ENDED FISCAL YEAR ENDED CALENDAR YEAR ENDED
NAME OF DIRECTOR MARCH 31, 1996 MARCH 31, 1996 DECEMBER 31, 1995*
- --------------------------- --------------------- ---------------------------- -----------------------
<S> <C> <C> <C>
William G. Barker, Jr...... $ 7,500 None $28,500
George H. Chittenden....... $ 7,500 None $28,500
Iwao Komatsu............... -- None --
Chor Weng Tan.............. $ 7,500 None $28,500
Arthur R. Taylor........... $ 7,500 None $28,500
John F. Wallace............ -- None --
- ------------------
<FN>
* In addition to the Company, the "Fund Complex" included Japan OTC Equity Fund,
Inc., Korea Equity Fund, Inc. and Nomura Pacific Basin Fund, Inc.
</TABLE>
Officers of the Company. The following table sets forth information
concerning the officers of the Company. Officers of the Company 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 COMPANY
BENEFICIALLY
NAME AND PRINCIPAL OCCUPATION DURING PAST OFFICER OWNED AT
FIVE YEARS OFFICE AGE SINCE SEPTEMBER 20, 1996
- --------------------------------------------- --------------- ---- ------- ------------------
<S> <C> <C> <C> <C>
Iwao Komatsu ................................ President 59 1995 0
President of NCM since 1995 and Director
since 1994. Managing Director of NIMCO
from 1990 to 1996, Director from 1987 to
1990.
Mitsutoyo Kohno ............................. Vice President 47 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 1990 0
Treasurer
Senior Vice President of NCM since 1981,
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 September 20, 1996, the Directors and officers of the
Company as a group (7 persons) owned an aggregate of 500 shares, less than 1% of
the outstanding shares of the Company. Mr. Komatsu, President of the Company,
owns less than 1% of the shares of The Nomura Securities Co., Ltd., an affiliate
of both NCM and NIMCO.
4
<PAGE>
SELECTION OF INDEPENDENT ACCOUNTANTS
On the recommendation of the Audit Committee, the Board of Directors of the
Company, including a majority of the Directors who are not interested persons of
the Company, has selected the firm of Price Waterhouse LLP ("Price Waterhouse"),
as independent accountants, to audit the financial statements of the Company for
the fiscal year ending March 31, 1997. Price Waterhouse has acted as the
Company's independent accountants since the inception of the Company. The
Company knows of no direct or indirect financial interest of such firm in the
Company. Such appointment is subject to ratification or rejection by the
stockholders of the Company. 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 Company 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 Company.
A representative of Price Waterhouse is expected to be present at the
Meeting and will have the opportunity to respond to questions from stockholders
and to make a statement if such person so desires.
APPROVAL OR DISAPPROVAL OF THE INVESTMENT
ADVISORY AND INVESTMENT SUB-ADVISORY ARRANGEMENTS
On April 9, 1990, the Company entered into a management agreement (the
"Management Agreement") with NCM. Also, on such date, NCM entered into an
investment advisory agreement (the "Investment Advisory Agreement") with NIMCO.
On July 22, 1996, the Board of Directors approved the continuance of the
existing agreements with certain modifications discussed below. As described
below, the proposed revisions do not alter the rate of management compensation
presently payable by the Company. The principal modification is an amendment to
the Investment Advisory Agreement authorizing NIMCO to enter into an investment
sub-advisory agreement (the "Investment Sub-Advisory Agreement") with
NCM-Singapore that will be in addition to the Investment Advisory Agreement.
NCM-Singapore is a wholly-owned subsidiary of NIMCO that provides investment
advisory services relating to Pacific Basin securities other than Japan. In
recommending the proposed arrangements, NCM advised the Board of Directors of
the Company that NCM believed that it would be appropriate in managing the
Company's assets to include NCM-Singapore as a part of the formal management
group of the Company and for NCM-Singapore to be compensated by NIMCO.
In their consideration of the above contracts, the 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 Company by NCM, NIMCO and NCM-Singapore, and comparative
data with respect to the advisory and management fees paid by other
international funds, the operating expenses and expense ratio of the Company as
compared to such funds and the performance of the Company as compared to such
funds. The independent Directors also considered the relative profitability of
the proposed arrangements to NCM and NIMCO, information about the personnel
performing services under the proposed contracts and the amount of time spent on
the matters of the Company. The independent Directors were advised by separate
counsel in connection with their review of the management, investment advisory
and investment sub-advisory arrangements of the Company.
If approved at the Meeting, the Investment Advisory Agreement and the
Investment Sub-Advisory Agreement will remain in effect until August 31, 1998,
unless terminated as described below. The Company's management and investment
advisory arrangements were last approved by its stockholders on July 9, 1991.
Although the
5
<PAGE>
investment advisory and investment sub-advisory arrangements consist of two
separate contracts, shareholders can only vote on the contracts together and not
individually.
INFORMATION CONCERNING NIMCO AND NCM-SINGAPORE
NIMCO, a Japanese corporation with its principal office located at 1-12-11,
Nihonbashi, Chuo-ku, Tokyo 103, Japan, provides investment advisory services for
Japanese and international clients. In addition, NIMCO acts as a sub-adviser
with respect to the following registered investment companies: Japan OTC Equity
Fund, Inc., Korea Equity Fund, Inc. and Nomura Pacific Basin Fund, Inc. For such
sub-advisory services NIMCO receives a fee from NCM at the rates indicated in
the following table.
<TABLE>
<CAPTION>
NET ASSETS AT
AUGUST 31, 1996
INVESTMENT COMPANY SUB-ADVISORY FEE (MILLIONS)
- ----------------------------------- ---------------------------------------- ---------------
<S> <C> <C>
Japan OTC Equity Fund, Inc......... .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 $97.1
Korea Equity Fund, Inc............. .55% of net assets $64.6
Nomura Pacific Basin Fund, Inc..... .26125% of net assets $30.2
</TABLE>
NIMCO is a subsidiary of Nomura Research Institute ("NRI") and an indirect
subsidiary of The Nomura Securities Co., Ltd. ("Nomura") of Tokyo, Japan, the
largest securities firm in Japan. The address of NRI is 2-27-1, Shinkawa, Tokyo
104, Japan, and the address of Nomura is 1-9-1, Nihonbashi, Chuo-ku, Tokyo 103,
Japan. NRI is a diversified research organization which undertakes business
consulting, economic and social research, investment research and other projects
for a variety of Japanese and international clients.
The following table sets forth the name, title and principal occupation of
the principal executive officers and each Director of NIMCO:
<TABLE>
<CAPTION>
NAME* TITLE-PRINCIPAL OCCUPATIONS
----------------------------------------------------- ---------------------------
<S> <C>
Tadashi Takubo....................................... President
Naoki Santo.......................................... Executive Managing Director
Harunobu Aono........................................ Executive Managing Director
Yasuhiro Tsuji....................................... Managing Director
Tadaaki Fujiwara..................................... Managing Director
Nobuyuki Kishi....................................... Managing Director
Takeo Nakamura....................................... Managing Director
Shinzo Katada........................................ Managing Director
Tadashi Akimoto...................................... Director
Yoshimitsu Matsuki................................... Director
Nobuo Katayama....................................... Director
Testuhiro Miyake..................................... Director
Mitsunori Minamio.................................... Director
<FN>
- ---------------
* The address of the principal executive officers and each director is 1-12-11,
Nihonbashi, Chuo-ku, Tokyo 103, Japan.
</TABLE>
6
<PAGE>
NCM-Singapore, a Singapore corporation, is a wholly owned subsidiary of
NIMCO. NCM-Singapore, which was organized in 1988 and registered as an adviser
under the Investment Advisers Act of 1940 in 1990, provides investment advisory
services relating to Pacific Basin securities to institutional clients,
including pension and profit sharing plans. In addition, NCM-Singapore acts as a
sub-adviser for Nomura Pacific Basin Fund, Inc. and for such services receives
from NCM a sub-advisory fee of .0275% of such fund's average daily net assets.
The following table sets forth the name, title and principal occupation of
the principal executive officers and each director of NCM-Singapore.
<TABLE>
<CAPTION>
NAME* TITLE PRINCIPAL OCCUPATION
- --------------------------------- ----------------- ------------------------------------
<S> <C> <C>
Takashi Kusano................... Managing Director
Harunobu Aono.................... Director Executive Managing Director of NIMCO
Tadaaki Fujiwara................. Director Managing Director of NIMCO
Nobuyuki Kishi................... Director Managing Director of NIMCO
Reginald J. Frank................ Director
Takahide Mizuno.................. Director
<FN>
- ---------------
* The address of Messrs. Kusano and Frank is 6 Battery Road, Singapore 049909.
The address of Messrs. Aono, Fujiwara, Kishi and Mizuno is 1-12-11,
Nihonbashi, Chuo-ku, Tokyo 103, Japan.
</TABLE>
Securities owned by the Company may be owned by other funds or investment
advisory clients for which NCM, NIMCO, NCM-Singapore or their affiliates act as
an adviser. Because of different objectives or other factors, a particular
security may be bought for one or more clients when one or more clients are
selling the same security. If purchases or sales of securities by NCM, NIMCO, or
NCM-Singapore for the Company or other funds for which they act as investment
adviser or for their advisory clients arise for consideration at or about the
same time, transactions in such securities will be made, insofar as feasible,
for the respective funds and clients in a manner deemed equitable to all. To the
extent that transactions on behalf of more than one client of NCM, NIMCO,
NCM-Singapore or their affiliates during the same period may increase the demand
for securities being purchased or the supply of securities being sold, there may
be an adverse effect on price.
TERMS OF THE INVESTMENT ADVISORY AND INVESTMENT SUB-ADVISORY AGREEMENTS
Copies of the forms of the Investment Advisory Agreement between NCM and
NIMCO and the Investment Sub-Advisory Agreement between NCM and NCM-Singapore
are set forth as Exhibits A and B, respectively. Set forth below is a summary of
the terms of such agreements as well as the Management Agreement. As described
below, the proposed agreements differ from the existing contractual arrangements
in that the Investment Advisory Agreement, as proposed to be revised, permits
NIMCO to retain NCM-Singapore as an investment sub-adviser pursuant to the
attached contract with NCM-Singapore. The modification in the contractual
arrangements do not change the amount of total fees payable by the Company.
Management Agreement. Under the Management Agreement, the Manager agrees to
provide, or arrange for the provision of, investment advisory and management
services to the Company, subject to the oversight and supervision of the Board
of Directors of the Company. In addition to the management of the Company's
portfolio in accordance with the Company's investment policies and the
responsibility for making decisions to buy, sell or hold particular securities,
the Manager is obligated to perform, or arrange for the performance of, the
administrative and management services necessary for the operation of the
Company. The Manager is also obligated to provide all the office space,
facilities, equipment and personnel necessary to perform its duties thereunder.
Pursuant to the Management Agreement, the Manager is authorized to retain
NIMCO to act as an investment adviser for the Company.
7
<PAGE>
Investment Advisory Agreement. Pursuant to the Investment Advisory
Agreement between the Manager and NIMCO, NIMCO will agree to furnish the Manager
with economic research, securities analysis and investment recommendations and
to review and render investment advice with respect to the Company. NIMCO will
not be responsible for the actual portfolio decisions of the Company.
Pursuant to the Investment Advisory Agreement, NIMCO is authorized to
retain NCM-Singapore to act as an investment sub-adviser for the Company.
Investment Sub-Advisory Agreement. Pursuant to the Investment Sub-Advisory
Agreement between NIMCO and NCM-Singapore, NCM-Singapore will agree to furnish
the Manager and NIMCO with economic research, securities analysis and investment
recommendations and to review and render investment advice with respect to the
Company. NCM-Singapore will not be responsible for the actual portfolio
decisions of the Company.
COMPENSATION AND EXPENSES
As compensation for its services to the Company, the Manager receives a
monthly fee, computed weekly, at the annual rate of 1.10% of the value of the
Company's average weekly net assets. This fee is higher than that paid by most
management investment companies, but the Manager believes it is justified by the
types of portfolio securities held by the Company and that it is comparable to
fees paid by other international funds. For the fiscal year ended March 31,
1996, the Company paid or accrued fees to the Manager of $502,762. At August 31,
1996, the net assets of the Company aggregated approximately $42.0 million. At
this net asset level, the annual management fee would aggregate $462,000. As
described above, the fee paid by the Company to the Manager will remain the same
under the proposed contractual arrangements. Under these arrangements, the
Manager will pay NIMCO monthly fees from the Manager at the annual rate of .50%
of the Company's average weekly net assets, and NIMCO will pay NCM-Singapore
monthly fees from NIMCO at the annual rate of .25% of the Company's average
weekly net assets. Under the existing arrangements, NIMCO receives monthly fees
from the Manager at the annual rate of .50% of the Company's average weekly net
assets. The compensation payable by NIMCO to NCM-Singapore reflects the proposed
retention of NCM-Singapore to perform certain advisory services.
The Management Agreement obligates the Manager 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 Company, as well as
the fees of all Directors of the Company who are affiliated persons of the
Manager or any of its affiliates. The Company pays all other expenses incurred
in the operation of the Company, 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 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 Company.
For the fiscal year ended March 31, 1996, the Company paid brokerage
commissions of $261,639. Nomura and its affiliates earned no commissions on
execution of such portfolio security transactions.
Duration and Termination. As indicated above, the Investment Advisory
Agreement and Investment Sub-Advisory Agreement will remain in effect until
August 31, 1998 and from year to year thereafter if approved annually (a) by the
Board of Directors of the Company or by a majority of the outstanding shares of
the Company 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 Company.
8
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
On , 1996, Allied Dunbar Assurance plc, an English corporation
("Allied Dunbar"), Threadneedle Investment Managers Limited, an English
corporation ("Threadneedle") and B.A.T Industries plc, an English corporation
("B.A.T."), reported a 5.3% beneficial ownership of the Company's Common Stock.
Allied Dunbar, located at Allied Dunbar Centre, Swindon SN1 1EZ England, is the
beneficial owner of the Company's Common Stock through its Allied Dunbar Far
East Fund, Allied Dunbar Equity Far East Fund and Allied Dunbar Pension Equity
Far East Fund. Threadneedle, located at 9-15 Sackville Street, London W1A 2JP
England, acts as investment adviser to such funds and, therefore, may be deemed
to be a beneficial owner of such securities. In addition, B.A.T., located at
Windsor House, 50 Victoria Street, London SW1H ONL England, may be deemed to be
the indirect beneficial owner of such securities by indirectly owning 99% of the
outstanding shares of Allied Dunbar.
On February 12, 1996, Brandes Investment Partners, Inc., a California
corporation ("Brandes"), reported a 6.1% beneficial ownership of the Company's
Common Stock. Brandes, located at 12750 High Bluff Drive, San Diego, California,
is an investment adviser which has the sole power to vote, or to direct the
voting of, such securities and, therefore, may be deemed to be a beneficial
owner of such securities.
To the knowledge of the management of the Company, the persons listed below
are the only beneficial owners of more than 5% of the Company's outstanding
shares.
<TABLE>
<CAPTION>
PERCENT OF
THE
SHARES OF COMMON STOCK COMPANY'S
NAME OF OF THE COMPANY COMMON STOCK
BENEFICIAL OWNER BENEFICIALLY OWNED OWNED
- ---------------------------------------- ---------------------- ------------
<S> <C> <C>
Allied Dunbar Assurance plc, 265,800 5.3%
Threadneedle Investment Managers
Limited, and B.A.T Industries plc
Brandes Investment Partners, Inc. 304,995 6.1%
</TABLE>
ADDITIONAL INFORMATION
The expense of preparation, printing and mailing of the enclosed form of
proxy and accompanying Notice and Proxy Statement will be borne by the Company.
The Company will reimburse banks, brokers and others for their reasonable
expenses in forwarding proxy solicitation material to the beneficial owners of
the shares of the Company. In addition to the solicitation of proxies by mail,
proxies may be solicited in person or by telephone. The Company has retained at
its expense Corporate Investor Communications, Inc., a proxy solicitation firm,
to assist in the solicitation of proxies for the Meeting, for a fee of
approximately $3,500, together with reimbursement of such firm's expenses.
Approval of each of the Investment Advisory Agreement and the Investment
Sub-Advisory Agreement requires the vote of a majority of the outstanding voting
securities of the Company which, under the Investment Company Act, is the vote
(a) of 67% or more of the shares of the Company present at the Meeting if the
holders of 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. 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. The holders of a
majority of the shares of stock of the Company entitled to vote at the Meeting,
present in person or by proxy, shall constitute a quorum for the transaction of
business at the Meeting. If the Investment Advisory and Investment Sub-Advisory
Agreements are not approved at the Meeting, the Board of Directors will
reconsider the Company's investment advisory and investment sub-advisory
arrangements.
9
<PAGE>
The Company expects that broker-dealer firms holding shares of the Company
in "street name" for the benefit of their customers and clients, as well as the
Japan Securities Clearing Corporation ("JSCC") holding shares of the Company on
behalf of its beneficial stockholders, will request the instructions of such
customers, clients and beneficial stockholders, on how to vote their shares on
each proposal before the Meeting. The Company understands that, under the rules
of the New York Stock Exchange, such broker-dealers and the JSCC may, without
instructions from such customers, clients and beneficial stockholders, grant
authority to the proxies designated by the Company to vote on the election of
Directors and the ratification of the selection of independent accountants if no
instructions have been received prior to the date specified in the broker-dealer
firm's or the JSCC's request for voting instructions. With respect to such
proposals, 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 and the JSCC to vote on the election of Directors and the
ratification of the selection of independent accountants, 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 Company'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 vote on the items to be considered at the Meeting.
The address of NCM is 180 Maiden Lane, New York, New York 10038. The
address of NIMCO is 1-12-11, Nihonbashi, Chuo-ku, Tokyo 103, Japan.
The Company sends quarterly reports to shareholders. The Company 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
Company at 180 Maiden Lane, New York, New York 10038 (or call 1-800-833-0018).
PROPOSALS OF STOCKHOLDERS
Proposals of stockholders intended to be presented at the next annual
meeting of stockholders of the Company must be received by the Company for
inclusion in its proxy statement and form of proxy relating to that meeting by
May , 1997.
By Order of the Board of Directors
JOHN F. WALLACE
Secretary
Dated: September , 1996
10
<PAGE>
EXHIBIT A
INVESTMENT ADVISORY AGREEMENT
AGREEMENT made this day of 1996, by and between NOMURA CAPITAL
MANAGEMENT, INC., a New York corporation (hereinafter referred to as the
"Manager"), and NOMURA INVESTMENT MANAGEMENT CO., LTD., a Japanese corporation
(hereinafter referred to as the "Investment Adviser").
W I T N E S S E T H :
WHEREAS, Jakarta Growth Fund, Inc. (the "Fund") is engaged in business as a
non-diversified, closed-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 Fund
dated as of April 9, 1990 (the "Management Agreement"); 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 Fund, the
Investment Adviser shall provide the Manager with such economic research and
securities analysis as the latter may from time to time consider necessary for
the proper supervision of the Fund's assets. The Investment Adviser shall
continuously review the Fund's holdings and shall make recommendations as to
which 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 Fund, 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 filings made by the Fund under Federal securities law. 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
portfolio securities shall be exercised.
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.
A-1
<PAGE>
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 weekly value of the net assets of the Fund at the annual rate of 0.50%
of the Fund's average weekly net assets (i.e., the average weekly value of the
total assets of the Fund minus the sum of accrued liabilities of the Fund),
commencing on the day following effectiveness hereof. For purposes of this
calculation, average weekly net assets is determined at the end of each month on
the basis of the average net assets of the Fund for each week during the month.
The assets for each weekly period are determined by averaging the net assets at
the last business day of the prior week. 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 that this Agreement is in
effect shall be prorated in a manner consistent with the calculation of the fee
as set forth above. During any period when the determination of net asset value
is suspended by the Board of Directors of the Fund, the average net asset value
of a share for the last week prior to such suspension shall for this purpose be
deemed to be the net asset value at the close of each succeeding week until it
is again determined. It is understood that a portion of such compensation is
being paid by the Manager to the Investment Adviser, as agent for the Investment
Sub-adviser referenced in Article IV hereof, and that the Investment Adviser
will remit such compensation to the Investment Sub-adviser pursuant to the
Investment Sub-Advisory Agreement referenced in such Article IV.
ARTICLE IV
INVESTMENT SUB-ADVISORY AGREEMENT
This Agreement is entered into with the understanding that the Investment
Adviser will enter into an Investment Sub-Advisory Agreement with Nomura Capital
Management (Singapore) Ltd., substantially in the form attached hereto as
Exhibit A, in which the Investment Adviser will contract for advisory services
and pay the Investment Sub-adviser compensation for its services out of the
compensation received hereunder pursuant to Article III.
ARTICLE V
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 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 V, 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 VI
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 VI
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 and shareholders or otherwise and that directors,
officers, employees 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 or
the Fund as shareholder or otherwise.
A-2
<PAGE>
ARTICLE VII
DURATION AND TERMINATION OF THIS AGREEMENT
This Agreement shall become effective as of the date first above written
and shall remain in force until August 31, 1998 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
Fund 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 VIII
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 IX
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 X
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 CAPITAL MANAGEMENT, INC.
By ______________________________
NOMURA INVESTMENT MANAGEMENT
CO., LTD.
By ______________________________
A-3
<PAGE>
EXHIBIT B
INVESTMENT SUB-ADVISORY AGREEMENT
AGREEMENT made this day of 1996, by and between NOMURA
INVESTMENT MANAGEMENT CO., LTD., a Japanese corporation (hereinafter referred to
as the "Investment Adviser") and NOMURA CAPITAL MANAGEMENT (SINGAPORE) LTD., a
Singapore corporation (hereinafter referred to as the "Investment Sub-adviser").
W I T N E S S E T H :
WHEREAS, Jakarta Growth Fund, Inc. (the "Fund") is engaged in business as a
non-diversified, closed-end, management investment company registered under the
Investment Company Act of 1940, as amended (hereinafter referred to as the
"Investment Company Act"); and
WHEREAS, Nomura Capital Management, Inc., a New York corporation
(hereinafter referred to as the "Manager"), has entered into a management
agreement with the Fund dated as of April 9, 1990 (the "Management Agreement")
and an amended investment advisory agreement relating to the Fund with the
Investment Adviser dated as of , 1996 (the "Investment Advisory
Agreement"); and
WHEREAS, the Manager, the Investment Adviser and the Investment Sub-adviser
are engaged in business as registered investment advisers under the Investment
Advisers Act of 1940, as amended; and
WHEREAS, the Investment Sub-adviser is willing to provide investment
advisory services to the Manager and the Investment Adviser 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 SUB-ADVISER
Subject to the broad supervision of the Investment Adviser and the Fund,
the Investment Sub-adviser shall provide the Manager and the Investment Adviser
with such economic research and securities analysis as the Manager and the
Investment Adviser may request. The Investment Sub-adviser shall continuously
review the Fund's holdings and shall make recommendations to the Manager and the
Investment Adviser 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 Fund, 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 filings made by the Fund under Federal
securities laws. The Investment Sub-adviser shall make recommendations as to
foreign currency matters and the advisability of entering into foreign exchange
contracts. The Investment Sub-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 portfolio securities shall be exercised.
Recommendations made by the Investment Sub-adviser pursuant to this Article I
shall be provided concurrently to the Manager and the Investment Adviser. The
Manager shall advise the Investment Sub-adviser as to action taken or to be
taken based upon such recommendations.
B-1
<PAGE>
ARTICLE II
ALLOCATION OF CHARGES AND EXPENSES
The Investment Sub-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 SUB-ADVISER
For the services to be rendered as provided herein, the Investment Adviser
shall pay to the Investment Sub-adviser at the end of each calendar month a fee
based upon the average weekly value of the net assets of the Fund at the annual
rate of 0.25% of the Fund's average weekly net assets (i.e., the average weekly
value of the total assets of the Fund minus the sum of accrued liabilities of
the Fund), commencing on the day following effectiveness hereof. For purposes of
this calculation, average weekly net assets is determined at the end of each
month on the basis of the average net assets of the Fund for each week during
the month. The assets for each weekly period are determined by averaging the net
assets at the last business day of the prior week. 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 that this Agreement
is in effect shall be prorated in a manner consistent with the calculation of
the fee as set forth above. During any period when the determination of net
asset value is suspended by the Board of Directors of the Fund, the average net
asset value of a share for the last week prior to such suspension shall for this
purpose be deemed to be the net asset value at the close of each succeeding week
until it is again determined.
ARTICLE IV
LIMITATION OF LIABILITY OF THE INVESTMENT SUB-ADVISER
The Investment Sub-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 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 Sub-adviser" shall include any affiliates of
the Investment Sub-adviser performing services for the Fund contemplated hereby
and directors, officers, partners and employees of the Investment Sub-adviser
and such affiliates.
ARTICLE V
ACTIVITIES OF THE INVESTMENT SUB-ADVISER
The services of the Investment Sub-adviser to the Fund are not to be deemed
to be exclusive, the Investment Sub-adviser and any person controlled by or
under common control with the Investment Sub-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 and the Investment Adviser are or may become interested in the
Investment Sub-adviser and its affiliates, as directors, officers, employees and
shareholders or otherwise and that directors, officers, employees and
shareholders of the Investment Sub-adviser and its affiliates are or may become
similarly interested in the Manager, the Investment Adviser or the Fund, and
that the Investment Sub-adviser is or may become interested in the Manager, the
Investment Adviser or the Fund as shareholder or otherwise.
B-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 August 31, 1998 and thereafter, but only so long
as the Management Agreement and the Investment Advisory Agreement remain in
force and provided that such continuance is specifically approved at least
annually by (i) the Board of Directors of the Fund 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 Investment Adviser, by the Board of Directors of the Fund, by
vote of a majority of the outstanding voting securities of the Fund or by the
Investment Sub-adviser, on sixty days' written notice to the parties hereto.
This Agreement shall automatically terminate in the event of its assignment or
upon the termination of the Management Agreement or the Investment Advisory
Agreement.
ARTICLE VII
AMENDMENTS OF THIS AGREEMENT
This Agreement may be amended by the parties only if such amendment is
specifically approved in accordance with applicable requirements under the
Investment Company Act.
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 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 INVESTMENT MANAGEMENT
CO., LTD.
By: ______________________________
NOMURA CAPITAL MANAGEMENT
(SINGAPORE) LTD.
By: ______________________________
B-3
<PAGE>
PRELIMINARY COPIES
JAKARTA GROWTH FUND, INC.
180 Maiden Lane
New York, New York 10038
This proxy is solicited on behalf of the Board Of Directors.
The undersigned hereby appoints Iwao Komatsu 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 shares of
Common Stock of Jakarta Growth Fund, Inc. (the "Company"), held of record by
the undersigned on September 20, 1996 at the annual meeting of stockholders of
the Company to be held on November 12, 1996 or any adjournment thereof.
Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.
- -------------------------------------------------------------------------------
PLEASE VOTE AND SIGN ON OTHER SIDE AND RETURN PROMPTLY IN ENCLOSED ENVELOPE.
- -------------------------------------------------------------------------------
Please sign exactly as name appears hereon. When shares are held by joint
tenants, both should sign. When signing as attorney, or as 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 person.
- -------------------------------------------------------------------------------
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
- ----------------------------------------- ----------------------------------
- ----------------------------------------- ----------------------------------
- ----------------------------------------- ----------------------------------
<PAGE>
/X/ PLEASE MARK VOTES
AS IN THIS EXAMPLE
WITH- FOR ALL
FOR HOLD EXCEPT
1.) ELECTION OF DIRECTORS: / / / / / /
William G. Barker, Jr., George H. Chittenden,
Iwao Komatsu, Chor Weng Tan, Arthur R. Taylor,
and John F. Wallace.
If you do not wish your shares voted "FOR" a particular nominee,
mark the "FOR ALL EXCEPT" box and strike a line through that
nominee's name. Your shares shall be voted for the remaining
nominees.
FOR AGAINST ABSTAIN
2.) Proposal to ratify the selection of Price / / / / / /
Waterhouse LLP as the independent
accountants of the Company.
FOR AGAINST ABSTAIN
3.) Proposal to approve a revised Investment / / / / / /
Advisory Agreement between Nomura Capital
Management, Inc. and Nomura Investment
Management Co., Ltd. and a new Investment
Sub-Advisory Agreement between Nomura
Investment Management Co., Ltd. and
Nomura Capital Management (Singapore) Ltd.
4.) 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 stockholder. If no direction is
made, the proxy will be voted for Proposals 1, 2 and 3.
Mark box at right if comments or address change has / /
been noted on the reverse side of this card.
RECORD DATE SHARES:
Please be sure to sign and date this Proxy. Date
- -----------------------------------------------------------------------------
- -------------------------------- ----------------------------------------
Stockholder sign here Co-owner sign here
