EXHIBIT C
INVESTMENT SUB-ADVISORY AGREEMENT
AGREEMENT made this ____ day of ____________ 2000, by and between NOMURA
ASSET MANAGEMENT CO., LTD., a Japanese corporation (hereinafter referred to as
the "Investment Adviser") and NOMURA ASSET 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 Asset Management U.S.A. Inc., a New York corporation
(hereinafter referred to as the "Manager"), has entered into a management
agreement with the Fund dated as of ____________, 2000 (the "Management
Agreement") and an investment advisory agreement relating to the Fund with the
Investment Adviser dated as of ____________, 2000 (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.
C-1
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.
C-2
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 ____________, 2002 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 ASSET MANAGEMENT CO., LTD.
By______________________________________
NOMURA ASSET MANAGEMENT SINGAPORE LTD.
By______________________________________
C-3
[This Page intentionally left blank]
[This Page intentionally left blank]
[This Page intentionally left blank]
