Exhibit 4(b)
INVESTMENT ADVISORY AGREEMENT
AGREEMENT made this day of , 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").
WITNESSETH:
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.
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.
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 , 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________________________________________
