MANAGEMENT AGREEMENT
AGREEMENT made this 15th day of August, 2000, 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").
WITNESSETH:
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," 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 the
Corporation or any Fund, is affiliated.
ARTICLE II
ALLOCATION OF CHARGES AND EXPENSES
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.
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 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, 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,
until August 15, 2002 and thereafter, but only so long as 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 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.
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__________________________________
MANAGEMENT FEE EXHIBIT
WITH RESPECT TO
PACIFIC BASIN PORTFOLIO
The following provisions are hereby incorporated and made part of the
Management Agreement dated March 24, 2000 (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 rendered 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__________________________________
