-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, O2SE8KamRf9SpaCO9vbieBlzFEDTw466cui+bG1/yYtKnFJUftTCViOFtSuga9kT RO+iRABmSF3n/lJA1x57SA== /in/edgar/work/0000912057-00-044457/0000912057-00-044457.txt : 20001012 0000912057-00-044457.hdr.sgml : 20001012 ACCESSION NUMBER: 0000912057-00-044457 CONFORMED SUBMISSION TYPE: N-14 8C PUBLIC DOCUMENT COUNT: 15 FILED AS OF DATE: 20001011 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INDONESIA FUND INC CENTRAL INDEX KEY: 0000859120 STANDARD INDUSTRIAL CLASSIFICATION: [0000 ] IRS NUMBER: 133558141 STATE OF INCORPORATION: MD FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: N-14 8C SEC ACT: SEC FILE NUMBER: 333-47744 FILM NUMBER: 738508 BUSINESS ADDRESS: STREET 1: C/O BEA ASSOCIATES STREET 2: 153 E 53RD ST CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2128322626 MAIL ADDRESS: STREET 1: ONE CITICORP CENTER STREET 2: 153 EAST 53RD STREET CITY: NEW YORK STATE: NY ZIP: 10022 N-14 8C 1 a2026585zn-148c.txt N-14 8C As filed with the Securities and Exchange Commission on October 11, 2000 Securities Act File No. 33-33037 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-14 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Pre-Effective Amendment No. / / Post-Effective Amendment No. / / THE INDONESIA FUND, INC. (Exact Name of Registrant as Specified in Charter) 466 Lexington Avenue, 16th Floor, New York, New York 10017 (Address of Principal Executive Offices: Number, Street, City, State, Zip Code) (212) 875-3500 (Registrant's Area Code and Telephone Number) ------------- Hal Liebes, Esq., Senior Vice President The Indonesia Fund, Inc. 466 Lexington Avenue, 16th Floor New York, New York 10017 (Name and Address of Agent for Service) with copies to: Daniel Schloendorn, Esq. Willkie Farr & Gallagher 787 Seventh Avenue New York, New York 10019 Approximate Date of Proposed Public Offering: As soon as practicable after this Registration Statement becomes effective.
CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933 ======================== ==================== ====================== ======================== ==================== PROPOSED MAXIMUM PROPOSED MAXIMUM TITLE OF SECURITIES AMOUNT BEING OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF BEING REGISTERED REGISTERED UNIT (1) PRICE (1) REGISTRATION FEE (2) ======================== ==================== ====================== ======================== ==================== Common Stock 4,000,000 $2.625 $10,500,000 $2,772 ($0.001 par value) ======================== ==================== ====================== ======================== ====================
(1) Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(f) under the Securities Act of 1933, as amended, based on the five-day average of the high and low sales prices reported on the New York Stock Exchange on October 9, 2000. (2) $2,772 was wired to the Securities and Exchange Commission's account at Mellon Bank in payment of the required registration fee due in connection with this Registration Statement. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. THE INDONESIA FUND, INC. CONTENTS OF REGISTRATION STATEMENT This Registration Statement contains the following papers and documents: - - Cover Sheet - - Contents of Registration Statement - - Letter to Shareholders of The Indonesia Fund, Inc. - - Letter to Shareholders of Jakarta Growth Fund, Inc. - - Notice of Special Meeting of Shareholders of The Indonesia Fund, Inc. - - Notice of Special Meeting of Shareholders of Jakarta Growth Fund, Inc. - - Part A - Proxy Statement/Prospectus - - Part B - Statement of Additional Information - - Part C - Other Information - - Signature Page - - Exhibits PART A INFORMATION REQUIRED IN THE PROXY STATEMENT/PROSPECTUS THE INDONESIA FUND, INC. 466 Lexington Avenue, 16th Floor New York, New York 10017 November __, 2000 Dear Shareholder: We are pleased to invite you to a special meeting of shareholders of The Indonesia Fund, Inc., a Maryland corporation (the "Fund"). The special meeting is scheduled to be held at 11:00 a.m., Eastern time, on December 18, 2000, at the offices of Credit Suisse Asset Management, LLC, 466 Lexington Avenue, 16th Floor, New York, New York 10017. Shareholders who are unable to attend this meeting are strongly encouraged to vote by proxy, which is customary in corporate meetings of this kind. A Proxy Statement/Prospectus regarding the meeting, a proxy card(s) for your vote at the meeting and an envelope - postage prepaid - in which to return your proxy card are enclosed. At the special meeting, you will be asked to vote on a Merger Agreement and Plan of Reorganization, or the Merger Agreement, whereby Jakarta Growth Fund, Inc. (the "Jakarta Fund") will merge with and into the Fund in accordance with the Maryland General Corporation Law. As a result of the merger, each share of common stock of the Jakarta Fund will convert into an equivalent dollar amount (to the nearest one ten-thousandth of one cent) of full shares (and the right to receive cash in lieu of fractional shares) of common stock of the Fund, based on the net asset value per share of each fund. The Fund will not issue any fractional shares to the Jakarta Fund shareholders. The Fund will purchase all fractional shares at the current net asset value of the shares and remit the cash proceeds to former shareholders of the Jakarta Fund. The currently issued and outstanding shares of the Fund will remain issued and outstanding. The Board of Directors of the Fund believes that combining the two funds will benefit Fund shareholders by providing the potential for: - economies of scale, - greater investment flexibility, - a lower operating expense ratio, and - enhanced market liquidity of the Fund's shares through the Fund's continued listing on the New York Stock Exchange ("NYSE"). When combined with the Jakarta Fund, the Fund's asset level is expected to be above the minimum level for continued listing on the NYSE, based on current market values. The Board of Directors believes that, absent this combination, the Fund's asset level may well fall significantly below the NYSE's continued listing standards and, as a result, the Fund would be delisted from the NYSE. Such an event had occurred with respect to the Jakarta Fund. The proposed merger and investment policies of the funds are described in more detail in the combined Proxy Statement/Prospectus. THE BOARD OF DIRECTORS OF YOUR FUND BELIEVES THAT THE PROPOSED MERGER IS IN THE BEST INTERESTS OF THE SHAREHOLDERS AND RECOMMENDS THAT YOU READ THE ENCLOSED MATERIALS CAREFULLY AND THEN VOTE "FOR" THE MERGER PROPOSAL. Your vote is important. PLEASE TAKE A MOMENT NOW TO SIGN AND RETURN YOUR PROXY CARD(S) IN THE ENCLOSED POSTAGE-PAID RETURN ENVELOPE. If we do not receive your signed proxy card(s) after a reasonable amount of time, you may receive a telephone call from our proxy solicitor, Shareholder Communications Corporation, reminding you to vote your shares. Respectfully, William W. Priest, Jr. Chairman of the Board of Directors and President YOU ARE URGED TO SIGN THE PROXY CARD(S) AND RETURN THE CARD(S) IN THE POSTAGE-PAID ENVELOPE TO ENSURE A QUORUM AT THE MEETING. YOUR VOTE IS IMPORTANT REGARDLESS OF THE SIZE OF YOUR SHAREHOLDINGS. JAKARTA GROWTH FUND, INC. 180 Maiden Lane New York, New York 10038-4936 November __, 2000 Dear Shareholder: We are pleased to invite you to a special meeting of shareholders of Jakarta Growth Fund, Inc. (the "Jakarta Fund"). The special meeting is scheduled to be held at 11:00 a.m., Eastern time, on December 18, 2000, at the offices of Nomura Asset Management U.S.A. Inc., 180 Maiden Lane, New York, New York 10038-4936. Shareholders who are unable to attend this meeting are strongly encouraged to vote by proxy, which is customary in corporate meetings of this kind. A Proxy Statement/Prospectus regarding the meeting, a proxy card(s) for your vote at the meeting and an envelope - postage prepaid - in which to return your proxy card are enclosed. At the special meeting, you will be asked to vote on a Merger Agreement and Plan of Reorganization, or the Merger Agreement, whereby the Jakarta Fund will merge with and into The Indonesia Fund, Inc. (the "Indonesia Fund") in accordance with the Maryland General Corporation Law. As a result of the merger each share of common stock of the Jakarta Fund will convert into an equivalent dollar amount (to the nearest one ten-thousandth of one cent) of full shares (and the right to receive cash in lieu of fractional shares) of common stock of the Indonesia Fund, based on the net asset value per share of each fund. The Indonesia Fund will not issue any fractional shares to the Jakarta Fund shareholders. The Indonesia Fund will purchase all fractional shares at the current net asset value of the shares and remit the cash proceeds to the former Jakarta Fund shareholders. Like the Jakarta Fund, the Indonesia Fund is a closed-end, non-diversified management investment company whose investment objective is long-term capital appreciation by investing primarily in Indonesian equity securities. The Indonesia Fund also seeks income as a secondary objective. While the Jakarta Fund's shares are listed on the Boston Stock Exchange and trade on the OTC Bulletin Board, the shares of the Indonesia Fund currently trade on the New York Stock Exchange. The Board of Directors of the Jakarta Fund believes that combining the two funds will benefit Fund shareholders by providing enhanced market liquidity by virtue of the Indonesia Fund's listing on the New York Stock Exchange, and the potential for economies of scale resulting from a Fund with a larger asset base, which can be expected to be reflected in a lower operating expense ratio for the Indonesia Fund. THE BOARD OF DIRECTORS OF YOUR FUND BELIEVES THAT THE PROPOSED MERGER IS IN THE BEST INTERESTS OF THE SHAREHOLDERS AND RECOMMENDS THAT YOU READ THE ENCLOSED MATERIALS CAREFULLY AND THEN VOTE "FOR" THE PROPOSAL. Your vote is important. PLEASE TAKE A MOMENT NOW TO SIGN AND RETURN YOUR PROXY CARD(S) IN THE ENCLOSED POSTAGE-PAID RETURN ENVELOPE. If we do not receive your signed proxy card(s) after a reasonable amount of time, you may receive a telephone call from our proxy solicitor, Shareholder Communications Corporation, reminding you to vote your shares. Respectfully, Nobuo Katayama President YOU ARE URGED TO SIGN THE PROXY CARD(S) AND RETURN THE CARD(S) IN THE POSTAGE-PAID ENVELOPE TO ENSURE A QUORUM AT THE MEETING. YOUR VOTE IS IMPORTANT REGARDLESS OF THE SIZE OF YOUR SHAREHOLDINGS. THE INDONESIA FUND, INC. NOTICE OF SPECIAL MEETING OF SHAREHOLDERS To the Shareholders of The Indonesia Fund, Inc.: Please take notice that a special meeting of shareholders of The Indonesia Fund, Inc. (the "Indonesia Fund"), a Maryland corporation, will be held at the offices of Credit Suisse Asset Management, LLC, 466 Lexington Avenue, 16th Floor, New York, New York 10017, on December 18, 2000, at 11:00 a.m., Eastern time, to consider and vote upon the approval of a Merger Agreement and Plan of Reorganization dated as of _____, 2000 whereby Jakarta Growth Fund, Inc. (the "Jakarta Fund"), a Maryland corporation, will merge with and into the Indonesia Fund in accordance with the Maryland General Corporation Law. The appointed proxies will vote in their discretion on any other business that may properly come before the special meeting or any adjournments thereof. Holders of record of shares of common stock of the Indonesia Fund at the close of business on October 16, 2000 are entitled to vote at the special meeting and at any postponements or adjournments thereof. Jakarta Fund shareholders must approve the merger as well. The persons named as proxies may propose one or more adjournments of the special meeting if the necessary quorum to transact business or the vote required to approve or reject the proposal is not obtained at the meeting. Any such adjournment will require the affirmative vote of the holders of a majority of the Indonesia Fund's shares present in person or by proxy at the special meeting. The persons named as proxies will vote those proxies which they are entitled to vote on the proposal in accordance with their best judgment in the interest of the Indonesia Fund. The enclosed proxy is being solicited on behalf of the Board of Directors of the Indonesia Fund. By Order of the Board of Directors, Michael A. Pignataro, Chief Financial Officer and Secretary _____ __, 2000 IMPORTANT -- WE URGE YOU TO SIGN AND DATE THE ENCLOSED PROXY CARD(S) AND RETURN THE CARD(S) IN THE ENCLOSED ADDRESSED ENVELOPE WHICH REQUIRES NO POSTAGE AND IS INTENDED FOR YOUR CONVENIENCE. YOUR PROMPT RETURN OF THE ENCLOSED PROXY CARD(S) MAY SAVE THE NECESSITY AND EXPENSE OF FURTHER SOLICITATIONS TO ENSURE A QUORUM AT THE MEETING. IF YOU CAN ATTEND THE MEETING AND WISH TO VOTE YOUR SHARES IN PERSON AT THAT TIME, YOU WILL BE ABLE TO DO SO. JAKARTA GROWTH FUND, INC. NOTICE OF SPECIAL MEETING OF SHAREHOLDERS To the Shareholders of Jakarta Growth Fund, Inc.: Please take notice that a special meeting of shareholders of Jakarta Growth Fund, Inc. (the "Jakarta Fund"), a Maryland corporation, will be held at the offices of Nomura Asset Management U.S.A. Inc., 180 Maiden Lane, New York, New York 10038-4936, on December 18, 2000, at 11:00 a.m., Eastern time, to consider and vote upon the approval of a Merger Agreement and Plan of Reorganization dated as of _____, 2000 whereby the Jakarta Fund will merge with and into The Indonesia Fund, Inc. (the "Indonesia Fund"), a Maryland corporation, in accordance with the Maryland General Corporation Law. The appointed proxies will vote in their discretion on any other business that may properly come before the special meeting or any adjournments thereof. Holders of record of shares of common stock of the Jakarta Fund at the close of business on November 3, 2000 are entitled to vote at the special meeting and at any postponements or adjournments thereof. The Indonesia Fund's shareholders must approve the merger as well. The persons named as proxies may propose one or more adjournments of the special meeting if the necessary quorum to transact business or the vote required to approve or reject the proposal is not obtained at the meeting. Any such adjournment will require the affirmative vote of the holders of a majority of the Jakarta Fund's shares present in person or by proxy at the special meeting. The persons named as proxies will vote those proxies which they are entitled to vote on the proposal in accordance with their best judgment in the interest of the Jakarta Fund. The enclosed proxy is being solicited on behalf of the Board of Directors of the Jakarta Fund. By Order of the Board of Directors, John J. Boretti Secretary _____ __, 2000 IMPORTANT -- WE URGE YOU TO SIGN AND DATE THE ENCLOSED PROXY CARD(S) AND RETURN THE CARD(S) IN THE ENCLOSED ADDRESSED ENVELOPE WHICH REQUIRES NO POSTAGE AND IS INTENDED FOR YOUR CONVENIENCE. YOUR PROMPT RETURN OF THE ENCLOSED PROXY CARD(S) MAY SAVE THE NECESSITY AND EXPENSE OF FURTHER SOLICITATIONS TO ENSURE A QUORUM AT THE MEETING. IF YOU CAN ATTEND THE MEETING AND WISH TO VOTE YOUR SHARES IN PERSON AT THAT TIME, YOU WILL BE ABLE TO DO SO. SUBJECT TO COMPLETION - DATED OCTOBER 11, 2000 JAKARTA GROWTH FUND, INC. 180 MAIDEN LANE NEW YORK, NEW YORK 10038-4936 (800) 833-0018 TO BE MERGED WITH AND INTO THE INDONESIA FUND, INC. 466 LEXINGTON AVENUE, 16th FLOOR NEW YORK, NEW YORK 10017 (212) 875-3500 PROXY STATEMENT SPECIAL MEETINGS OF SHAREHOLDERS TO BE HELD DECEMBER 18, 2000 THE INDONESIA FUND, INC. PROSPECTUS This Proxy Statement/Prospectus is being furnished to shareholders of Jakarta Growth Fund, Inc. (the "Jakarta Fund") and The Indonesia Fund, Inc. (the "Indonesia Fund") for use at special meetings of shareholders of each Fund to be held on December 18, 2000 at 11:00 a.m., Eastern time, and at any and all postponements or adjournments thereof. The special meeting of shareholders of the Indonesia Fund will be held at the offices of Credit Suisse Asset Management, LLC ("CSAM"), 466 Lexington Avenue, 16th Floor, New York, New York 10017. The special meeting of shareholders of the Jakarta Fund will be held at the offices of Nomura Asset Management U.S.A. Inc. ("NAM-U.S.A."), 180 Maiden Lane, New York, New York 10038-4936. The Indonesia Fund and the Jakarta Fund are sometimes collectively referred to as the "Funds" and individually, as the context may require, as the "Fund." The approximate mailing date of this Proxy Statement/Prospectus is November _ , 2000. THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE SECURITIES NOR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS COMBINED PROXY STATEMENT/PROSPECTUS AND IN THE MATERIALS EXPRESSLY INCORPORATED HEREIN BY REFERENCE AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE FUNDS. PURPOSE OF THE SPECIAL MEETINGS. At the special meetings, shareholders of the Funds will be asked to approve a Merger Agreement and Plan of Reorganization dated as of _____, 2000 whereby the Jakarta Fund will merge with and into the Indonesia Fund, in accordance with the Maryland General Corporation Law. The Merger Agreement and Plan of Reorganization is referred to in this Proxy Statement/Prospectus as the "Plan." SPECIFICS OF THE PROPOSED MERGER. As a result of the merger, each share of common stock of the Jakarta Fund will convert into an equivalent dollar amount (to the nearest one ten-thousandth of one cent) of full shares (and the right to receive cash in lieu of fractional shares) of common stock of LAQ the Indonesia Fund, based on the net asset value per share of each Fund. Since the shares of the Jakarta Fund do not currently trade on a national securities exchange within the meaning of the Maryland General Corporation Law, its shareholders will be entitled to exercise "appraisal rights." See "Information About the Merger - Information on Appraisal Rights." The Indonesia Fund will not issue any fractional shares to Jakarta Fund shareholders. In lieu thereof the Indonesia Fund will purchase all fractional shares at their current net asset value and remit the cash proceeds to Jakarta Fund shareholders in proportion to their fractional shares. The currently issued and outstanding shares of the Indonesia Fund will remain issued and outstanding. It is expected that Jakarta Fund shareholders will recognize no gain or loss for federal income tax purposes as a result of the merger, except with respect to any cash proceeds received from the purchase of fractional shares of the Indonesia Fund. These shareholders will be treated for federal income tax purposes as if they received fractional share interests and then sold such interests for cash. INFORMATION ABOUT THE FUNDS. The Funds are closed-end, non-diversified management investment companies with substantially similar investment objectives. Both Funds seek to achieve long-term capital appreciation by investing primarily in Indonesian equity securities. The Indonesia Fund also seeks income as a secondary investment objective. The terms and conditions of the merger are more fully described in this Proxy Statement/Prospectus and in the Plan, a copy of which is attached as Exhibit A. This Proxy Statement/Prospectus serves as a prospectus for shares of the Indonesia Fund under the Securities Act of 1933, as amended, which is referred to in this Proxy Statement/Prospectus as the "Securities Act," in connection with the issuance of the Indonesia Fund common shares in the merger. Assuming the shareholders of the Funds approve the merger and all other conditions to the consummation of the merger have been satisfied or waived, the Funds will jointly file articles of merger, or the Articles of Merger, with the State Department of Assessments and Taxation of Maryland, or the Department. The merger will become effective when the Department accepts for record the Articles of Merger or at such later time, which may not exceed 30 days after the Articles of Merger are accepted for record, as specified in the Articles of Merger. The date when the Articles of Merger are accepted for record, or the later date, is referred to in this Proxy Statement/Prospectus as the "Effective Date." The Jakarta Fund, as soon as practicable after the Effective Date, will terminate its registration under the Investment Company Act of 1940, as 2 amended, which is referred to in this Proxy Statement/Prospectus as the "Investment Company Act." You should retain this Proxy Statement/Prospectus for future reference as it sets forth concisely information about the Indonesia Fund and the Jakarta Fund that you should know before voting on the proposals described below. A Statement of Additional Information, which is referred to in this Proxy Statement/Prospectus as the "SAI," dated November __, 2000, which contains additional information about the merger and the Funds has been filed with the Securities and Exchange Commission, or SEC. The SAI is incorporated by reference into this Proxy Statement/Prospectus. Copies of the SAI are available upon request, without charge, by calling Shareholder Communications Corporation, the Funds' proxy agent, at 1 (800) 403-7916. You may also submit your request in writing to Shareholder Communications Corporation, Attn: MF proxy, 17 State Street, New York, New York 10004. If you should have any questions regarding the proxy material or how to execute your vote, you can call Shareholder Communications Corporation at 1 (800) 403-7916. The Jakarta Fund has provided the information included in this Proxy Statement/Prospectus regarding that Fund. The Indonesia Fund has provided the information included in this Proxy Statement/Prospectus regarding that Fund. The Jakarta Fund's shares of common stock currently are listed on the Boston Stock Exchange ("BSE") under the symbol "JGF". The Jakarta Fund also trades on the OTC Bulletin Board under the symbol "JGFI". The Indonesia Fund's shares of common stock currently are listed on the NYSE under the symbol "IF". Reports, proxy materials and other information concerning each Fund may be inspected at the offices of the NYSE, 20 Broad Street, New York, New York 10005 and the offices of the BSE, 100 Franklin Street, Boston, Massachusetts 02110, as applicable. The SEC has not approved or disapproved these securities or determined if this Proxy Statement/Prospectus is truthful or complete. To state otherwise is a crime. The date of this Proxy Statement/Prospectus is November __, 2000 3 TABLE OF CONTENTS -----------------
PAGE ---- PROPOSAL (BOTH FUNDS): APPROVAL OF THE MERGER AGREEMENT AND PLAN OF REORGANIZATION PURSUANT TO WHICH THE JAKARTA FUND WILL MERGE WITH AND INTO THE INDONESIA FUND................. 7 SYNOPSIS............................................................. 8 EXPENSE TABLE........................................................ 14 FINANCIAL HIGHLIGHTS................................................. 16 RISK FACTORS AND SPECIAL CONSIDERATIONS.............................. 19 COMPARISON OF INVESTMENT OBJECTIVES AND POLICIES..................... 25 UNITED STATES FEDERAL INCOME TAXES................................... 32 INFORMATION ABOUT THE MERGER......................................... 34 ADDITIONAL INFORMATION ABOUT THE FUNDS............................... 42 MANAGEMENT OF THE FUNDS.............................................. 55 EXPERTS.............................................................. 67 REQUIRED VOTE........................................................ 67 LEGAL PROCEEDINGS.................................................... 67 LEGAL OPINIONS....................................................... 67 ADDITIONAL INFORMATION............................................... 67
4 GENERAL This Proxy Statement/Prospectus is furnished to the shareholders of the Funds in connection with the solicitation of proxies on behalf of the Boards of Directors of the Indonesia Fund and the Jakarta Fund. The Board of Directors of each Fund is soliciting proxies for use at the special meetings. The mailing address for the Indonesia Fund is 466 Lexington Avenue, 16th Floor, New York, New York 10017. The mailing address for the Jakarta Fund is 180 Maiden Lane, New York, New York 10038-4936. This Proxy Statement/Prospectus, the Notice of Meeting of Shareholders and the proxy card(s) are first being mailed to shareholders on or about November ___, 2000 or as soon as practicable thereafter. Any shareholder who gives a proxy has the power to revoke the proxy either: - by mail, addressed to the Secretary of the respective Fund, at the Fund's mailing address, or - in person at the special meeting by executing a superseding proxy or by submitting a notice of revocation to the respective Fund. All properly executed proxies received in time for the special meetings will be voted as specified in the proxy or, if no specification is made, in favor of each proposal for that Fund referred to in the Proxy Statement/Prospectus. The presence, either in person or by proxy, of the holders of a majority of the outstanding shares of common stock entitled to vote at a meeting of a Fund will constitute a quorum for the transaction of business by such Fund. For purposes of determining the presence of a quorum for transacting business at a meeting, abstentions and broker "non-votes" will be treated as shares that are present. Broker non-votes are proxies received by the Funds from brokers or nominees, indicating that the broker or nominee has neither received instructions from the beneficial owner or other persons entitled to vote nor has the discretionary power to vote on a particular matter. Shareholders are urged to forward their voting instructions promptly. The proposal requires the affirmative vote of at least 66 2/3% of the outstanding shares of common stock of the Indonesia Fund and the affirmative vote of at least a majority of the outstanding shares of common stock of the Jakarta Fund. If the Merger is not approved, each Fund will continue as a separate investment company, and the Board of Directors of each Fund will consider such other alternatives as it determines to be in the best interests of its shareholders. Abstentions and broker non-votes will have the effect of a "no" vote for the proposal. Proxy solicitations will be made primarily by mail, but solicitations may also be made by telephone, telegraph or personal interviews conducted by officers or employees of the Funds, CSAM, the investment adviser to the Indonesia Fund, NAM-U.S.A., the manager of the Jakarta Fund, Bear Stearns Funds Management Inc., the administrator to the Indonesia Fund, or Shareholder Communications Corporation, a proxy solicitation firm retained by each Fund and entitled to receive a fee of approximately $5,000 and reimbursements for its reasonable expenses. The Funds will bear the costs of solicitation, including: 5 - printing and mailing of this Proxy Statement/Prospectus and accompanying material, - the reimbursement of brokerage firms and others for their expenses in forwarding solicitation material to the beneficial owners of each Fund's shares, - payment to Shareholder Communications Corporation, for its services in soliciting proxies, and - supplementary solicitations to submit proxies. See "Synopsis - Expenses of the Merger." Only shareholders of record of each Fund at the close of business on October 16, 2000 (with respect to the Indonesia Fund) and November 3, 2000 (with respect to the Jakarta Fund), each a Record Date, are entitled to vote. Each outstanding share of a Fund is entitled to one vote on all matters voted upon at a special meeting for that Fund. As of November 3, 2000 and as of October 16, 2000, there were 5,017,564 shares of the Jakarta Fund outstanding and 4,608,989 shares of the Indonesia Fund outstanding, respectively. Each Fund provides periodic reports to its shareholders. These reports highlight relevant information, including investment results and a review of portfolio changes for each Fund. You may receive a copy of the most recent annual report for a Fund and a copy of any more recent interim report, without charge, by calling 1-(800) 403-7916 or writing to Shareholder Communications Corporation, 17 State Street, New York, New York 10004. The Boards of Directors of the Funds know of no business other than the proposals described above which will be presented for consideration at the special meetings. If any other matter is properly presented, it is the intention of the persons named in the enclosed proxy to vote on that matter in their discretion. 6 PROPOSAL (BOTH FUNDS): APPROVAL OF THE MERGER AGREEMENT AND PLAN OF REORGANIZATION PURSUANT TO WHICH THE JAKARTA FUND WILL MERGE WITH AND INTO THE INDONESIA FUND The Boards of Directors of the Indonesia Fund and the Jakarta Fund, including a majority of the Directors of each Fund who are not "interested persons" of the respective Fund, or the Non-interested Directors, on September 28, 2000 and on October 11, 2000, respectively, unanimously: - declared the merger of the Jakarta Fund with and into the Indonesia Fund advisable and in the best interests of each Fund and their existing shareholders, - approved entering into the Plan, and - recommended that the Plan be approved by the shareholders of that Fund. For more information about the merger, see "Information About The Merger." The Plan is subject to the approval of the shareholders of both Funds and certain other conditions, including the continued listing of the Indonesia Fund on the NYSE through the date of the merger. A copy of the Plan is attached to this Proxy Statement/Prospectus as Exhibit A, and the description of the Plan included in this Prospectus/Proxy Statement is qualified in its entirety by reference to Exhibit A. The following provides a more detailed discussion about the merger, each Fund and additional information that you may find helpful in deciding how to vote on the Plan. 7 SYNOPSIS This summary highlights important information included in this Proxy Statement/Prospectus. This summary is qualified by reference to the more complete information included elsewhere in this Proxy Statement/Prospectus and the Plan. Shareholders of the Funds should read this entire Proxy Statement/Prospectus carefully. THE PROPOSED MERGER. The Boards of Directors of the Indonesia Fund and the Jakarta Fund, including the Non-interested Directors of each Fund, have unanimously approved the Plan. The Plan provides for the merger of the Jakarta Fund with and into the Indonesia Fund, referred to in this Proxy Statement/Prospectus as the "Merger." As a result of the Merger: - each share of common stock of the Jakarta Fund will convert into an equivalent dollar amount (to the nearest one ten-thousandth of one cent) of full shares (and the right to receive cash in lieu of fractional shares) of common stock of the Indonesia Fund, based on the net asset value per share of each Fund calculated at 4:00 pm on the Business Day (defined as any day on which the NYSE is open for trading) preceding the Effective Date, - each shareholder of the Jakarta Fund will become a shareholder of the Indonesia Fund and will receive, on the Effective Date, that number of full shares of common stock of the Indonesia Fund having an aggregate net asset value (disregarding fractional shares) equal to the aggregate net asset value of such shareholder's shares held in the Jakarta Fund as of the close of business on the Business Day preceding the Effective Date, and - the Indonesia Fund will not issue any fractional shares to the Jakarta Fund shareholders. The Indonesia Fund will purchase all fractional shares at the current net asset value of the shares and remit the cash proceeds to former shareholders of the Jakarta Fund in proportion to their fractional shares. The Board of Directors of each Fund recommends approval of the Merger. If the Merger is not approved, each Fund will continue as a separate investment company, and the Board of Directors of each Fund will consider such other alternatives as it determines to be in the best interests of its shareholders. FORM OF ORGANIZATION. Both Funds are closed-end, non-diversified management investment companies registered under the Investment Company Act. The Indonesia Fund was organized as a Maryland corporation on January 8, 1990, and the Jakarta Fund was organized as a Maryland corporation on January 29, 1990. Each Fund's Board of Directors is responsible for the management of the business and affairs of that Fund, including the supervision of the duties performed by that Fund's investment manager. INVESTMENT OBJECTIVES AND POLICIES. The following table highlights the principal differences between the Funds' investment objectives and policies. 8
INVESTMENT OBJECTIVES JAKARTA FUND INDONESIA FUND AND POLICIES Fundamental Investment Objective(1) To seek long-term capital To seek long-term capital appreciation by investing appreciation (and income as a primarily in equity securities secondary objective) by investing of Indonesian companies and primarily in Indonesian equity non-Indonesian companies that and debt securities derive a significant proportion of their revenue from Indonesia or that hold a significant proportion of their assets in Indonesia Fundamental Investment Policy(1) Investment of at least 65% of Investment of substantially all, its total assets in Indonesian and at least 65%, of its total equity securities assets in Indonesian equity and debt securities Investment in unlisted equity Up to 25% of its assets Up to 20% of its assets securities(2) (including investments in new and early stage companies) Investment in debt securities(2) Up to 35% of its assets; may No limitation generally, not invest in lower-rated except only up to 5% of its securities assets may be invested in lower-rated debt securities
- ------------------ (1) The fundamental investment objectives and policies listed above can only be changed with the approval of the holders of a majority of each Fund's outstanding voting securities, as defined under the Investment Company Act. (2) These investment policies are not fundamental and may be modified by the Board of Directors of each Fund if, in the reasonable exercise of its business judgment, the Board determines that modification is necessary or appropriate to carry out the Fund's investment objective. The preceding summary of the Funds' investment objectives and certain policies should be considered in conjunction with the discussion below under and "Comparison of Investment Objectives and Policies." The Indonesia Fund, due to its ability to invest in lower-rated debt securities and by investing a larger portion of its assets in debt securities in general, is subject to certain risks unique to the Indonesia Fund, in addition to the risks to which both Funds are subject as a consequence of investing in Indonesian equity securities. For more information, see "Risk Factors and Special Considerations." As of June 30, 2000, equity securities represented approximately 100% of the Indonesia Fund's portfolio and 95.2% of the Jakarta Fund's portfolio. The following table reflects the top 10 holdings at June 30, 2000 of the Indonesia Fund and the Jakarta Fund along with the percentage of each Fund's total net assets represented by each holding. 9
JAKARTA FUND INDONESIA FUND AT JUNE 30, 2000 AT JUNE 30, 2000 % OF % OF NAME OF SECURITY TOTAL NET ASSETS NAME OF SECURITY TOTAL NET ASSETS ---------------- ---------------- ---------------- ---------------- Telekomunikasi Indonesia 16.6 Telekomunikasi Indonesia 19.0 Gudang Garam 12.7 Gudang Garam 10.2 Indofood Sukses Makmur 6.4 H.M. Sampoerna 9.1 Indonesian Satellite Corporation 5.3 Ramayana Lestari Sentosa 6.8 H.M. Sampoerna 5.0 Astra International 6.0 Indah Kiat Pulp & Paper 4.8 Indofood Sukses Makmur 5.0 Ramayana Lestari Sentosa 4.1 Indah Kiat Pulp & Paper 4.4 Multipolar Corporation 4.0 Matahari Putra Prima 4.4 Tempo Scan Pacific 3.9 Dankos Laboratories 4.4 Astra International Inc. 3.8 Tempo Scan Pacific 4.3
FEES AND EXPENSES--THE JAKARTA FUND. ADVISERS. NAM-U.S.A. acts as the Jakarta Fund's investment manager pursuant to a management agreement approved on August 15, 2000. NAM-U.S.A. has retained Nomura Asset Management Co., Ltd. ("NAM") to act as the Jakarta Fund's investment adviser. NAM, in turn, has retained Nomura Asset Management Singapore Limited ("NAM-Singapore") to act as the Jakarta Fund's sub-adviser. As compensation for its services, NAM-U.S.A. is entitled to receive from the Jakarta Fund an annual fee, calculated weekly and paid monthly, equal to 1.10% of the value of the Fund's average weekly net assets. On June 30, 2000, NAM-U.S.A. voluntarily agreed to reduce the management fee to 1.00% of the Jakarta Fund's average weekly net assets. This reduction will remain in effect until May 31, 2001 unless NAM-U.S.A. and the Board of Directors of the Jakarta Fund mutually agree to reinstate the full management fee. For its investment advisory services to the Jakarta Fund, NAM-U.S.A. pays NAM a monthly fee at the annual rate of 0.50% of the Fund's average weekly net assets. For its sub-advisory services to the Jakarta Fund, NAM pays NAM-Singapore a monthly fee at the annual rate of 0.25% of the Fund's average weekly net assets. For the year ended March 31, 2000, NAM-U.S.A. earned $161,712 in management fees. Of that amount, NAM earned advisory fees of $68,222 and NAM-Singapore earned sub-advisory fees of $34,111. For the fiscal year ended March 31, 2000, the Jakarta Fund's total expense ratio was 3.89%. The Jakarta Fund's total expense ratio is the ratio of total annual operating expenses to average net assets, net of fee waivers (if any) and including taxes. FEES AND EXPENSES--THE INDONESIA FUND. ADVISER. CSAM serves as the Indonesia Fund's investment adviser with respect to all investments. As compensation for its advisory services to the Indonesia Fund, CSAM receives an annual fee, calculated weekly and paid quarterly, equal to 1.00% of the Fund's average weekly net assets. For the year ended December 31, 1999, CSAM earned $169,382 for advisory services. CSAM also provides certain administrative services to the Indonesia Fund and is 10 reimbursed by the Fund for costs incurred on its behalf (up to $20,000 per year). For the year ended December 31, 1999, CSAM was reimbursed $2,871 for administrative services rendered to the Indonesia Fund. ADMINISTRATOR. Bear Stearns Funds Management Inc. ("BSFM") serves as the Indonesia Fund's administrator. The Indonesia Fund pays BSFM a monthly fee that is computed weekly at an annual rate of 0.10% of the first $100 million of the Fund's average weekly net assets and 0.08% of amounts in excess of $100 million. For the year ended December 31, 1999, BSFM earned $16,944 for administrative services. For the fiscal year ended December 31, 1999, the Indonesia Fund's total expense ratio was 3.18%, and is currently 3.71% based on an estimate of operating expenses for the first six months of fiscal 2000. The Fund's total expense ratio is the ratio of total annual operating expenses to the average net assets, net of fee waivers (if any) and including taxes. The expense ratio of the Indonesia Fund, assuming the Merger was consummated on June 30, 2000, is projected to be approximately 2.48% after giving effect to the Merger. The actual expense ratios for the Indonesia Fund for the current and future fiscal years, if the Merger occurs, may be higher or lower than this projection and depend upon the Indonesia Fund's performance, general stock market and economic conditions, net asset levels, stock price and other factors. See "Expense Table" below for the current expenses of each Fund and pro forma expenses following the Merger. REALIZED AND UNREALIZED CAPITAL LOSSES. As of June 30, 2000, the Jakarta Fund had approximately $6,000,000 of unrealized depreciation on investments, representing approximately $1.20 per share. As of that same date, the Indonesia Fund had approximately $5,800,000 of depreciation on investments, representing approximately $(1.27) per share. As of June 30, 2000, the Jakarta Fund had approximately $38,700,000 of capital loss carryforwards, while the Indonesia Fund had approximately $42,100,000 of capital loss carryforwards. The ultimate realization of the capital loss carryforwards is not assured. Both Funds will pay their shareholders a cash distribution of substantially all undistributed 2000 net investment income prior to the Effective Date unless such amounts are immaterial. It is expected that any current year realized net capital gains will be offset through the utilization of capital loss carryforwards prior to the Effective Date. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER. As a condition to the closing of the Merger, the Jakarta Fund will receive an opinion of Brown & Wood LLP, counsel to the Jakarta Fund, and the Indonesia Fund will receive an opinion of Willkie Farr & Gallagher, counsel to the Indonesia Fund, stating that the Merger will constitute a tax-free reorganization within the meaning of Section 368(a)(1) of the Internal Revenue Code of 1986, or the Code. Accordingly, it is expected that neither the Jakarta Fund, the Indonesia Fund nor the shareholders of either Fund will recognize any gain or loss for federal income tax purposes as a result of the Merger, except with respect to the shareholders of the Jakarta Fund who receive cash proceeds from the purchase of fractional share interests by the Indonesia Fund. These shareholders will be treated for federal income tax purposes as if they received such fractional share interests and then sold such interests for cash. The holding period and the aggregate tax basis of the Indonesia Fund 11 shares (including fractional share interests) received by a Jakarta Fund shareholder will be the same as the holding period and aggregate tax basis of the shares of the Jakarta Fund previously held by the shareholder. The holding period and the aggregate tax basis of the assets received by the Indonesia Fund in the Merger will be the same as the holding period and the tax basis of such assets in the hands of the Jakarta Fund immediately before the Merger. For more information about the tax consequences of the Merger, see "Information About The Merger - Tax Considerations." DISCOUNT FROM NET ASSET VALUE. Shares of closed-end funds frequently trade at a market price that is less than the value of the share's net assets. The possibility that shares of the Indonesia Fund will trade at a discount from its net asset value is a risk separate and distinct from the risk that the Fund's net asset value will decrease. Although the shares of the Jakarta Fund frequently have traded at a premium, they have also traded at a discount from net asset value, and, as of June 30, 2000, traded at a market price discount of 10.18%. The Indonesia Fund's shares have historically traded in the market at a premium, and as of the same date traded at a market price premium of 36.09%. There can be no assurance that the Indonesia Fund's shares will continue to trade at a premium before or after the Merger. DISPARITY IN JAKARTA FUND AND INDONESIA FUND MARKET LEVELS. As described above, the Jakarta Fund's shares have been recently trading at a substantial discount to net asset value, while the Indonesia Fund's shares have been trading at a premium. If this pattern continues, the total market value of the Indonesia Fund shares issued to Jakarta Fund shareholders on the Effective Date will be more than the total market value of Jakarta Fund shares outstanding immediately prior to the Effective Date, although their total net asset values will be the same (disregarding fractional shares). If this disparity in market levels persists at the time of the Merger, Jakarta Fund shareholders will receive assets (Indonesia Fund shares) that are more valuable, from a market value perspective, than the assets (Jakarta Fund shares) owned immediately prior to the transaction. This may cause Indonesia Fund shareholders to experience a reduction in the market value of their shares. The market levels of the Funds may be different at the time the Merger occurs. For more information, see "Additional Information About the Funds -- Net Asset Value." EXPENSES OF THE MERGER. In evaluating the proposed Merger, CSAM and NAM-U.S.A. have estimated the amount of expenses the Funds would incur, including NYSE listing fees, SEC registration fees, legal and accounting fees and proxy solicitation and distribution costs. The estimated total expenses pertaining to the Merger are $357,000. Each Fund will bear its own legal, accounting and mailing expenses relating to the Merger and one-half of all other Merger-related expenses, except that if the Merger is completed, the Indonesia Fund will bear the first $200,000 of the Jakarta Fund's expenses under this formula. If the Merger is not completed for any reason (other than a breach by the Jakarta Fund of its obligations under the Plan), the Indonesia Fund will bear all of the Jakarta Fund's ordinary Merger-related expenses, including its legal, accounting and mailing expenses as described above, but excluding any extraordinary expenses such as litigation expenses. Counsel to the Indonesia Fund has taken the lead role in drafting this Proxy Statement/Prospectus, and the Indonesia Fund will bear the fees and expenses of such counsel. 12 The expenses of the Merger, assuming its consummation, are expected to result in a reduction in the Indonesia Fund's net asset value per share of approximately $0.07, and no reduction in the Jakarta Fund's net asset value. 13 EXPENSE TABLE
JAKARTA INDONESIA PRO FORMA FUND FUND POST-MERGER --------- ----------- ------------- SHAREHOLDER TRANSACTION EXPENSES - ---------------------------------------------------- Sales Load (as a percentage of offering price) NONE NONE NONE Dividend Reinvestment and Cash Purchase Plan Fees $2.50(1) $5.00(2) $5.00(2) ANNUAL FUND OPERATING EXPENSES (AS A PERCENTAGE OF AVERAGE NET ASSETS)(3) - ---------------------------------------------------- Investment Management Fees 1.10%(4) 1.00% 1.00% Interest Payments on Borrowed Funds 0 0 0 Other Expenses (5) 2.79% 2.32% 1.48% Total Annual Expenses 3.89% 3.32% 2.48%
- ----------------- (1) For cash withdrawals or termination. (2) For optional cash purchases. First-time investors are subject to an initial service charge of $10. (3) The percentages in the above table expressing annual fund operating expenses are based on the Jakarta Fund's operating expenses for the year ended March 31, 2000 and the Indonesia Fund's operating expenses for the year ended June 30, 2000. "Other Expenses" include fees for shareholder services, custody, legal and accounting services, auditing and tax reporting fees, printing costs, the costs involved in communication with shareholders and the costs of regulatory compliance, maintaining corporate existence and the listing of the shares of common stock on the NYSE or BSE, as the case may be. These figures do not reflect the expenses of the Merger. (4) On June 30, 2000, NAM-U.S.A. voluntarily agreed to reduce the management fee to 1.00% of the Jakarta Fund's average weekly net assets. This reduction will remain in effect until May 31, 2001 unless NAM-U.S.A. and the Board of Directors of the Jakarta Fund mutually agree to reinstate the full management fee. (5) Includes administrative fees. EXAMPLE. The purpose of the following example is to help you understand the costs and expenses you may bear as an investor. This example is based on the level of total annual operating expenses for each Fund listed in the table above, the total expenses relating to a $1,000 investment, assuming a 5% annual return and reinvestment of all dividends and distributions. Shareholders do not pay these expenses directly; they are paid by the Funds before they distribute net investment income to shareholders. This example should not be considered a 14 representation of future expenses, and actual expenses may be greater or less than those shown. Federal regulations require the example to assume a 5% annual return, but actual annual returns may vary.
Pro Forma Jakarta Fund Indonesia Fund Post-Merger -------------- ---------------- ------------- 1 Year $ 39 $ 33 $ 25 3 Years $119 $102 $ 77 5 Years $200 $173 $132 10 Years $411 $361 $282
PERFORMANCE. The table below provides performance data for periods ended June 30, 2000 based on each Fund's net asset value and market value. Past performance is not a guarantee of future results, and it is not possible to predict whether or how investment performance will be affected by the Merger.
JAKARTA FUND INDONESIA FUND ------------------------------- ---------------------------------- AVERAGE AVERAGE CUMULATIVE ANNUAL CUMULATIVE ANNUAL ------------ ---------- ------------ ---------- Net Asset Value One Year (48.14%) (48.14%) (48.31%) (48.31%) Three Year (84.86%) (46.71%) (79.71%) (41.21%) Five Year (80.82%) (28.14%) (72.98%) (23.01%) Since inception (1) (83.56%) (16.27%) (80.44%) (14.62%) Market Value One Year (61.29%) (61.29%) (50.92%) (50.92%) Three Year (84.92%) (46.78%) (68.69%) (32.10%) Five Year (83.03%) (29.87%) (69.39%) (21.08%) Since inception (1) (86.39%) (17.73%) (73.70%) (12.15%)
- ----------------- (1) The Jakarta Fund commenced operations on April 19, 1990. The Indonesia Fund commenced operations on March 9, 1990. 15 FINANCIAL HIGHLIGHTS The tables below are intended to help you understand the financial performance of the Jakarta Fund and the Indonesia Fund. This information is derived from financial and accounting records of each Fund. This information has been audited by PricewaterhouseCoopers LLP, each Fund's independent accountants, whose reports, along with the Funds' financial statements, are incorporated herein by reference and included in the Funds' Annual Reports to Shareholders. The Annual Reports may be obtained without charge, by writing to Shareholder Communications Corporation, 17 State Street, New York, New York 10004, or by calling 1-(800) 403-7916. 16 Jakarta Growth Fund, Inc. Financial Highlights - ------------------------------------------------------------------------------ - ------------------------------------------------------------------------------ The following tables include per share operating performance data for a share of common stock outstanding, total investment return, ratios to average net assets and other supplemental data for each period indicated. This information has been derived from information provided in the financial statements and market price data for the Fund's shares. - ------------------------------------------------------------------------------- - -------------------------------------------------------------------------------
For the Period April 19, 1990* For the Years Ended March 31, Through --------------------------------------------------------------------------------------------- March 31, 2000 1999 1998 1997 1996 1995 1994 1993 1992 1991 -------- -------- ------- ------- ------- ------- ------- ------- ------- --------- PER SHARE OPERATING PERFORMANCE Net asset value, beginning of year $2.00 $2.43 $10.12 $9.11 $7.69 $9.30 $7.21 $6.49 $8.51 $10.99** ----- ----- ------ ----- ----- ----- ----- ----- ----- ------ Net investment income/(loss) (0.06) (0.04) 0.03 0.01 0.06 0.01 0.03 0.07 0.05 0.22 Net realized and unrealized gain/(loss) on investments and foreign currency 0.30 (0.39) (7.70) 1.00 1.47 (1.60) 2.12 (0.73) (1.89) (2.56) ---- ------ ------ ---- ---- ------ ---- ------ ------ Total from investment operations 0.24 (0.43) (7.67) 1.01 1.53 (1.59) 2.15 0.80 (1.84) (2.34) ---- ------ ------ ---- ---- ------ ---- ---- ------ ------ Distributions to shareholders from: Net investment income -- -- (0.02) -- (0.11) (0.02) (0.02) (0.08) (0.12) (0.14) ---- ---- ------ ---- ------ ------ ------ ------ ------ ------ Net realized capital gains -- -- -- -- -- -- -- -- (0.06) -- Return of capital -- -- -- -- -- -- (0.04) -- -- -- ---- ---- ------ ---- ------ ------ ------ ------ ------ ------ Total distributions -- -- (0.02) -- (0.11) (0.02) (0.06) (0.08) (0.18) (0.14) ---- ---- ------ ---- ------ ------ ------ ------ ------ ------ Net asset value, end of year $2.24 $2.00 $2.43 $10.12 $9.11 $7.69 $9.30 $7.21 $6.49 $8.51 ----- ----- ----- ------ ----- ----- ----- ----- ----- ----- Market value, end of year $2.3125 $2.1875 $4.0625 $8.875 $9.250 $8.125 $9.375 $7.500 $7.250 $7.750 Total investment return+ 5.7% (46.2%) (54.0%) (4.1%) 15.3% (13.1%) 25.6% 4.7% (4.0%) (34.2%) Net asset value total return+ 12.0% (17.7%) (75.3%) 11.1% 20.0% (17.1%) 29.7% 12.4% (21.8%) (21.0%) RATIOS AND SUPPLEMENTAL DATA Ratio to average net assets/supplemental data: Net assets, end of year (in 000) $11,239 $10,035 $12,208 $50,788 $45,693 $38,552 $46,647 $36,128 $32,533 $42,639 Operating expenses 3.89% 4.66% 2.60% 2.07% 1.94% 1.91% 1.88% 2.06% 2.15% 1.83%+ Net investment income (loss) (2.37%) (1.94%) 0.53% 0.12% 0.70% 0.15% 0.36% 1.06% 0.63% 2.30%+ Portfolio turnover 46% 11% 68% 35% 44% 37% 42% 35% 24% 7% - ------------------------------------------------------------------------------------------------------------------------
+ Based on market value per share, adjusted for reinvestment of distribution and capital share transactions. + Total return does not reflect sales commissions. ++ Based on net asset value per share, adjusted for reinvestment of distribution and capital share transactions. Total return does not reflect sales commissions. * Commencement of operations. ** Net of offering costs ($0.17). + Annualized 17 The Indonesia Fund, Inc. Financial Highlights - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- The following table includes per share operating performance data for a share of common stock outstanding, total investment return, ratios to average net assets and other supplemental data for each period indicated. This information has been derived from information provided in the financial statements and market price data for the Fund's shares. - --------------------------------------------------------------------------------
For the Six Months For the Period Ended March 9, 1990* June 30, For the Years Ended December 31, through 2000 --------------------------------------------------------------------------------------- December 31, (unaudited) 1999 1998 1997 1996 1995 1994 1993 1992 1991 1990 ----------- ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ PER SHARE OPERATING PERFORMANCE Net asset value, beginning of period $4.48 $2.71 $3.58 $10.68 $9.34 $9.18 $14.03 $7.63 $7.72 $10.38 $13.78** ----- ----- ----- ------ ----- ----- ------ ----- ----- ------ ------ Net investment income/(loss) (0.04) (0.05) (0.04) 0.03 0.01 -- (0.03) (0.03) 0.01 0.04 0.22 Net realized and unrealized gain/(loss) on investments and foreign currency related transactions (1.96) 1.87 (0.83) (7.13) 1.33 0.16 (4.82) 6.43 (0.10) (2.65) (2.90) ------ ---- ----- ----- ---- ---- ----- ---- ----- ----- ----- Net increase/ (decrease) in net assets resulting from operations (2.00) 1.82 (0.87) (7.10) 1.34 0.16 (4.85) 6.40 (0.09) (2.61) (2.68) ------ ---- ----- ----- ---- ---- ----- ---- ----- ----- ----- Dividends and distributions to shareholders: Net investment income -- -- -- -- -- -- -- -- -- (0.05) (0.19) Net realized gain on investments and foreign currency related transactions -- (0.05) -- -- -- -- -- -- -- -- (0.53) ------ ---- ----- ----- ---- ---- ----- ---- ----- ----- ----- Total dividends and distributions to shareholders -- (0.05) -- -- -- -- -- -- -- (0.05) (0.72) ------ ---- ----- ----- ---- ---- ----- ---- ----- ----- ----- Net asset value, end of period $2.48 $4.48 $2.71 $3.58 $10.68 $9.34 $9.18 $14.03 $7.63 $7.72 $10.38 ===== ===== ===== ===== ====== ===== ===== ====== ===== ===== ====== Market value, end of period $3.375 $5.438 $3.438 $4.625 $9.750 $10.125 $12.000 $20.750 $9.000 $8.375 $9.875 ====== ====== ====== ====== ====== ======= ======= ======= ====== ====== ====== Total investment return (a) (37.93)% 59.58% (25.68)% (52.56)% (3.70)% (15.63)% (42.17)% 130.56% 7.46% (14.71)% (24.15)% ======== ====== ======== ======== ======= ======== ======== ======= ===== ======== ======== RATIOS AND SUPPLEMENTAL DATA Net assets, end of period (000 omitted) $11,449 $20,669 $12,491 $16,486 $49,223 $43,060 $42,297 $64,661 $35,186 $35,590 $47,817 Ratio of expenses to average net assets 3.71%(b) 3.18% 4.21% 1.89% 1.91% 1.96% 1.83% 1.98% 2.04% 2.00% 2.15%(b) Ratio of net investment income/(loss) to average net assets (2.54)%(b) (1.43)% (1.37)% 0.33% 0.10% 0.05% (0.25)% (0.30)% 0.09% 0.49% 2.05%(b) Portfolio turnover rate 10.05% 47.38% 36.58% 48.19% 34.67% 24.10% 31.56% 63.77% 22.39% 32.27% 17.68% - ------------------------------------------------------------------------------------------------------------------------------------ * Commencement of investment operations. ** Initial public offering price of $15.00 per share less underwriting discount of $1.05 per share and offering expenses of $0.17 per share. (a) Total investment return at market value is based on the changes in market price of a share during the period and assumes reinvestment of dividends and distributions, if any, at actual prices pursuant to the Fund's dividend reinvestment program. Total investment return does not reflect brokerage commissions or initial underwriting discounts and has not been annualized. (b) Annualized.
18 RISK FACTORS AND SPECIAL CONSIDERATIONS Both the Jakarta Fund and the Indonesia Fund invest in substantially similar Indonesian equity securities and, accordingly, are subject to substantially the same investment risks. The Indonesia Fund, however, is subject to additional risks due to its potential investments in lower-rated debt securities (although it may only invest up to 5% of its assets in lower-rated debt securities) and its ability to invest a larger portion of its portfolio in debt securities, in general. The current investment risks of each of the Funds are described below. RISKS OF FOREIGN INVESTMENTS Investing in Indonesian securities involves the following risks: - the small size of the markets and the low volume of trading could result in potential illiquidity and price volatility; - the heavy concentration of market capitalization and trading volume in a small number of companies representing a limited number of industries, which, combined with U.S. regulatory requirements, could result in potentially fewer investment opportunities for the Funds; - political and economic considerations, including the effect on the economy of changes in the export prices of the primary commodities produced in Indonesia and other risks associated with Indonesian politics and the Indonesian economy, could affect the Funds' performance and the ability to dispose of portfolio holdings; and - periodic devaluations and fluctuations in the rate of exchange between the U.S. dollar and the Indonesian rupiah (the "Rupiah") could result in fluctuations in the Funds' net asset values. REPORTING STANDARDS Companies in Indonesia are subject to accounting, auditing and financial standards and requirements that differ significantly from those applicable to U.S. companies. For example: - the assets and profits of an Indonesian company appearing on its financial statements may not reflect its financial position or results of operations as those amounts would appear had they been prepared in accordance with U.S. generally accepted accounting principles; - there is less regulation and government supervision of Indonesian securities exchanges, underwriters, brokers, dealers and listed companies than exists in the U.S.; and 19 - there is also substantially less publicly available information about Indonesian companies and the Indonesian Government compared to reports and ratings published about U.S. companies and the U.S. Government. These risks are generally magnified in the case of investments in non-publicly traded securities. INVESTMENT CONTROLS Foreign investment in the securities markets of Indonesia is restricted or controlled to varying degrees. These restrictions or controls at times may limit or preclude foreign investment in certain Indonesian issuers and increase the costs and expenses of each Fund. These restrictions and controls include, among other things: - government approval prior to investments by foreign persons; - limitations on the amount of Indonesian securities of a particular company that can be purchased by foreign persons; and - the imposition of additional taxes on foreign investors. MARKET ILLIQUIDITY; VOLATILITY; SMALLER MARKET CAPITALIZATION The securities of Indonesian issuers are substantially smaller, less liquid and more volatile than the major securities markets in the United States. At June 30, 2000, the aggregate market capitalization of listed equity securities on the Jakarta Stock Exchange was approximately US$34,000,000,000. For the six months ended June 30, 2000, the average daily equity trading value on the Jakarta Exchange was US$94,000,000. By comparison, at July 31, 2000, the market capitalization of the NYSE was US$11.2 trillion and at August 31, 2000 the annual aggregate trading value was US$43.6 billion. A limited number of persons may hold a high proportion of the shares of many Indonesian companies, which may limit the number of shares available for investment by a Fund. A limited number of issuers may represent a disproportionately large percentage of market capitalization and trading value in the Indonesian securities market. The limited liquidity of the Indonesian securities market may also affect a Fund's ability to acquire or dispose of securities at the price and time it wishes to do so. Indonesian securities settlements may, in some instances, be subject to delays and related administrative uncertainties. See "Appendix A" in the SAI for more information. In addition to its smaller size, lesser liquidity and greater volatility, the Indonesian securities market is less developed than U.S. securities markets. Disclosure and regulatory standards are in many respects less stringent than U.S. standards. Furthermore, there is a low level of monitoring and regulation of the market and the activities of investors in such market and the enforcement of existing regulations has been extremely limited. Consequently: 20 - other market participants' anticipation of the Fund's investing, - trading by persons with material, non-public information, and - securities transactions by brokers in anticipation of transactions by the Funds in particular securities can affect the prices for investments acquired by the Funds. Commissions and other transaction costs are also generally higher than in the United States. CURRENCY HEDGING The Funds normally invest principally in securities denominated in Rupiah. CSAM generally does not seek to hedge against a decline in the value of the Indonesia Fund's non-dollar-denominated portfolio securities resulting from currency devaluations or fluctuations, but may do so in the future if deemed appropriate by CSAM. Although the Jakarta Fund is permitted to seek to hedge against a decline in the value of the Jakarta Fund's non-dollar-dominated portfolio securities resulting from currency deductions or fluctuations, NAM-U.S.A. generally does not enter into such hedging transactions. A change in the value of currencies in which each Fund's investments are denominated against the U.S. dollar will result in a corresponding change in the U.S. dollar value of each Fund's assets. This change will also affect each Fund's income and net asset value. The Funds compute income on the date of its receipt by the respective Fund at the exchange rate in effect with respect to the relevant currency on that date. Each Fund pays most expenses and makes distributions necessary to maintain its status as a regulated investment company for U.S. federal income tax purposes in U.S. dollars. In order to pay such expenses and make such distributions, each Fund may have to liquidate securities denominated in Rupiah. If the value of the Rupiah declines relative to the U.S. dollar between the time when the income or a dollar-denominated expense item is accrued and the date when the expense is paid or the distribution is made, a Fund may have to liquidate more investment securities than would otherwise have been the case. There can be no assurance that the Funds will be able to liquidate securities for these purposes, but the Funds are permitted to borrow money to pay expenses outside of Indonesia and to make distributions required to maintain their status as regulated investment companies for U.S. tax purposes. See "Comparison of Investment Objectives -- Currency Transactions." The following table sets forth, for the periods and dates indicated, certain information concerning the middle exchange rate as determined by Bank Indonesia for the Rupiah: 21 RUPIAH EXCHANGE RATES
END OF PERIOD PER US$1.00 - ------------- ----------- 1999 7,050.000 1998 7,950.000 1997 5,495.000 1996 2,362.500 1995 2,286.500 1994 2,198.000 1993 2,103.000 1992 2,063.500 1991 1,984.000 1990 1,889.000
ECONOMIC AND POLITICAL RISKS The Indonesian economy may differ favorably or unfavorably from the U.S. economy in several respects, including: - general development, - wealth distribution, - rate of inflation, - volatility of the rate of growth of gross domestic product, - capital reinvestment, - resource self-sufficiency, and - balance of payments position. The Indonesian Government has exercised and continues to exercise substantial influence over many aspects of the private sector. Government actions in the future could have a significant effect on economic conditions which could affect private sector companies and the Funds. These actions could also affect market conditions, prices and yields of Indonesian securities, including those held in the Funds' portfolios. Expropriation, confiscatory taxation, nationalization, political, economic or social instability or diplomatic developments could adversely affect the assets of the Funds held in Indonesia. Each Fund may also experience difficulty in its ability to protect and enforce its rights against governmental and private entities in Indonesia. In the summer of 1997, Indonesia suffered a major economic setback along with most other Asian economies. Banks failed and the value of Indonesia's currency, the Rupiah, plummeted. Anti-government demonstrations took to the streets and riots broke out, directed 22 mainly at the country's prosperous ethnic Chinese. As the economic crisis deepened, student demonstrators occupied the national Parliament, demanding President Suharto's ouster. On May 31, 1998, Suharto stepped down, ending 32 years of rule and handing over power to Vice President B.J. Habibie. The Asian economic crisis hit Indonesia the hardest, and in 1998 one in five jobs were lost. Three years after the onset of its economic and political crisis, Indonesia has a new government led by President Abdurrahman Wahid and Vice President Megawati Sukarnoputri. Indonesia, however, still ranks in the lower reaches of transparency and corporate governance assessments of Asian countries. Perpetrators of Suharto-era corruption and the Habibie-era Bank Bali campaign finance scandal have not yet been brought to account, although a multitude of investigations into these and other (human rights, for example) cases is under way. TAXATION The Funds are subject to Indonesian withholding taxes on dividends and interest received from Indonesian residents. LITIGATION The Funds and their shareholders may encounter substantial difficulties in obtaining and enforcing judgments against non-U.S. resident individuals and companies. FRAUDULENT SECURITIES It is possible that the Funds may purchase securities that may subsequently be found to be fraudulent or counterfeit and as a consequence could result in losses. SETTLEMENT RISKS Settlement systems in Indonesia are generally less well organized than in developed markets. Supervisory authorities may also be unable to apply standards which are comparable with those in developed markets. Thus there may be risks that settlement may be delayed and that cash or securities belonging to the Funds may be in jeopardy because of failures of or defects in the systems. In particular, market practice may require that payment be made before receipt of the security which is being purchased or that delivery of a security must be made before payment is received. In such cases, default by a broker or bank through whom the relevant transaction is effected might result in losses for the Funds. The Funds will seek, where possible, to use reputable financial institutions to reduce this risk. However, there can be no certainty that the Funds will be successful in eliminating this risk, particularly as banks or brokers operating in Indonesia frequently lack the substance or financial resources of those in more developed countries. There may also be a danger that, because of uncertainties in the operation of settlement systems, competing claims may arise in respect of securities held by or to be transferred to the Funds. INVESTMENTS IN NON-PUBLICLY TRADED SECURITIES Although the Funds invest primarily in Indonesian equity securities of publicly traded companies, they may, subject to local investment limitations, invest in unlisted Indonesian equity securities, including investments in new and early stage companies. Investments in unlisted 23 equity securities may involve a high degree of business and financial risk and may result in substantial losses. Currently, the Jakarta Fund may invest up to 25% of its assets, and the Indonesia Fund may invest up to 20% of its assets, in unlisted equity securities. No liquid trading market typically exists for these investments, and, as such, the Funds may take longer to liquidate these positions than publicly traded securities. Although these securities may be resold in privately negotiated transactions, the prices realized on such sales could be less than those originally paid by the Funds. Further, companies whose securities are not publicly traded may not be subject to the disclosure and other investor protection requirements applicable to companies with publicly traded securities. DEBT SECURITIES Each Fund may invest in Indonesian debt securities, although the Indonesia Fund may invest a substantial portion of its assets in these instruments when CSAM believes that it is appropriate (i.e., when interest rates on Indonesian debt securities are high in comparison with anticipated returns on Indonesian equity securities). The Indonesia Fund, however, will not invest more than 5% of its assets in Indonesian debt securities that are determined by CSAM to be comparable to securities rated B or below by Moody's or S&P. The Jakarta Fund may not invest in lower-rated debt securities. The market value of debt obligations may be expected to vary depending upon, among other factors, interest rates, the ability of the issuer to repay principal and interest, any change in investment rating and general economic conditions. OPERATING EXPENSES Each Fund's annual operating expenses are higher than those of many other investment companies of comparable size. MARKET VALUE AND NET ASSET VALUE Shares of closed-end investment companies frequently trade at a discount from net asset value. Trading at a discount is a risk separate and distinct from the risk that the net asset value of each Fund will decrease. The risk of purchasing shares of a closed-end fund that might trade at a discount is more pronounced for shareholders who wish to sell their shares in a relatively short period of time because for those shareholders, realization of a gain or loss on their investments is likely to be more dependent upon the existence of a premium or discount than upon portfolio performance. The Jakarta Fund's shares currently trade at a discount to net asset value, while the shares of the Indonesia Fund currently trade at a premium, although there can be no assurance that the Indonesia Fund's shares will trade at a premium upon consummation of the Merger. Neither Fund's shares are subject to redemption. Investors desiring liquidity may, subject to applicable securities laws, trade their shares in the Funds on any exchange where such shares are then listed at the then current market value, which may differ from the then current net asset value. NON-DIVERSIFIED STATUS Each Fund is classified as a non-diversified investment company under the Investment Company Act. Non-diversified investment companies are not limited by the Investment Company Act in the proportion of assets that may be invested in the securities of a single issuer. 24 Each Fund, however, is subject to local laws which limit investments in a single issuer and the diversification requirements imposed by the Code for qualification as a regulated investment company. As a non-diversified investment company, each Fund may invest a greater proportion of its assets in the obligations of a smaller number of issuers and, as a result, may be subject to greater risk with respect to its portfolio securities. CHARTER PROVISIONS Certain provisions of each Fund's Articles of Incorporation and By-Laws may inhibit that Fund's possible conversion to open-end status and limit the ability of other persons to acquire control of the Fund's Board of Directors. In certain circumstances, these provisions might also inhibit the ability of shareholders to sell their shares at a premium over prevailing market prices. COMPARISON OF INVESTMENT OBJECTIVES AND POLICIES ORGANIZATION. The Jakarta Fund and the Indonesia Fund are both closed-end, non-diversified management investment companies registered under the Investment Company Act. Both Funds are organized as corporations under the laws of the State of Maryland. The Jakarta Fund is managed by NAM-U.S.A. (the investment manager), NAM-Ltd. (the investment adviser) and NAM-Singapore (the sub-adviser). CSAM manages and advises the Indonesia Fund. The shares of common stock of the Jakarta Fund are listed and trade on the BSE and the OTC Bulletin Board under the symbols "JGF" and "JGFI", respectively. The shares of common stock of the Indonesia Fund are listed and trade on the NYSE under the symbol "IF." AUpon the Effective Date and after the Merger, the Indonesia Fund's shares willcontinue to be traded on the NYSE under the symbol "IF", while Mshares of the Jakarta Fund will be delisted and the Jakarta Fund will cease to exist. The shares of common stock of each Fund have equal non-cumulative voting rights and equal rights with respect to dividends, assets and dissolution. Each Fund's shares of common stock are fully paid and non-assessable and have no preemptive, conversion or other subscription rights. Fluctuations in the market price of the Fund's shares is the principal investment risk of an investment in either Fund. Portfolio management, market conditions, investment policies and other factors affect such fluctuations. Although currently the investment objectives, policies and restrictions of the Funds are similar, there are differences between them, as discussed below. There can be no assurance that either Fund will achieve its stated investment objective. CURRENT INVESTMENT OBJECTIVES. Long-term capital appreciation is the principal investment objective of each Fund, although the Indonesia Fund also seeks income as a secondary consideration. The Jakarta Fund seeks to achieve its investment objective through investments primarily in equity securities of Indonesian companies and non-Indonesian companies that derive a significant proportion of their revenue from Indonesia or that hold a significant proportion of their assets in Indonesia. The Jakarta Fund's equity investments in Indonesian companies will consist primarily of securities listed on the Jakarta Stock Exchange. The Indonesia Fund seeks to achieve its investment objective by investing primarily in Indonesian equity and debt securities. The investment objective is a fundamental policy of each Fund and cannot be changed without the approval of the holders of a "majority of each Fund's 25 outstanding voting securities," as defined in the Investment Company Act. A majority of a Fund's outstanding voting securities means the lesser of: - 67% of the shares represented at a meeting at which more than 50% of the outstanding shares are represented, or - more than 50% of the outstanding shares. In selecting industries and companies for investment by the Indonesia Fund, CSAM considers factors such as: - overall growth prospects, - competitive position in domestic and export markets, - technology, - research and development, - productivity, labor costs, raw material costs and sources, - profit margins, return on investment, and - capital resources, government regulation and management. In evaluating investments for the Jakarta Fund, NAM-U.S.A., NAM-Ltd. and NAM-Singapore, as the case may be, utilize internal financial, economic and credit analysis resources as well as information obtained from other sources. No assurance can be given that either Fund's investment objective will be achieved. COMPARISON OF CURRENT INVESTMENT POLICIES. The following table highlights the differences between the Funds' investment objectives and policies:
INVESTMENT OBJECTIVES JAKARTA FUND INDONESIA FUND AND POLICIES - --------------------------------------- ------------------------------------- ------------------------------------- Fundamental Investment Policy At least 65% of total assets Substantially all, and at least 65%, invested in Indonesian equity of total assets invested in securities Indonesian equity and debt securities % of Assets That May Be Up to 35% A substantial portion Invested in Debt Securities
26 % of Assets That May Be Not permitted Not more than 5% Invested in Lower-Quality or Unrated Debt Securities % of Assets That May Be Up to 25% Up to 20% (including Invested in Unlisted investments in new and Equity Securities early stage companies)
The Jakarta Fund's policy, under normal market conditions, is the investment of at least 65% of its total assets in Indonesian equity securities. The Indonesia Fund's policy, under normal market conditions, is the investment of substantially all, and at least 65%, of its total assets in Indonesian equity and debt securities. These policies and the investment limitations are fundamental and may not be changed without the approval of a majority of each Fund's outstanding voting securities. All other policies and percentage limitations of each Fund as described below may be modified by that Fund's Board of Directors if, in the reasonable exercise of its business judgment, it determines that modification is necessary or appropriate to carry out that Fund's investment objective. The Indonesia Fund defines Indonesian securities as: - securities traded principally on stock exchanges or in the over-the-counter market in Indonesia, - securities of companies that derive 50% or more of their total revenue from goods produced, sales made or services performed in Indonesia, - securities (including American Depositary Receipts) of companies organized under the laws of Indonesia, the securities of which are publicly traded on recognized securities exchanges outside Indonesia, - securities of Indonesian companies that are not listed or traded on a stock exchange, - securities issued or guaranteed by the Republic of Indonesia, its agencies or instrumentalities, Bank Indonesia or other Indonesia banks, and - securities of investment companies that invest primarily in Indonesian securities. The Indonesia Fund's definition of Indonesian securities may also include securities of companies that have characteristics and business relationships common to companies in other geographic regions. As a result, the value of the securities of these companies may reflect economic and market forces in other regions as well as in Indonesia. 27 Indonesian equity securities in which the Funds may invest consist predominantly of: - common stock, - preferred stock, and - convertible securities and warrants. Indonesian debt securities that the Funds may acquire include: - bonds, - notes and debentures of any maturity of the Indonesian Government, and - obligations of the Indonesian Government's agencies or instrumentalities, Bank Indonesia, banks and other companies deemed suitable by the Fund's adviser (including repurchase agreements with respect to obligations of the Indonesian Government or Bank Indonesia). In addition, the Indonesia Fund may acquire participations in loans. CSAM may invest in securities that it determines to be suitable investments for the Indonesia Fund regardless of such securities' ratings. The Indonesia Fund may not, however, invest more than 5% of its assets in debt securities that are determined by CSAM to be comparable to securities rated below investment grade by S&P or Moody's. The Jakarta Fund may also invest in the following fixed-income securities: non-convertible preferred stock, obligations issued by the U.S. or its agencies or instrumentalities and money market instruments (such as short-term obligations issued or guaranteed by the U.S. or Indonesian Government, commercial paper and time deposits, certificates of deposit and bankers' acceptances of U.S. or Indonesian banks). The Jakarta Fund will only invest in fixed-income securities that either are rated A, A-2 or higher by Moody's or A, A-2 or higher by S&P or, if unrated, are determined by its adviser to be of comparable quality. The Jakarta Fund may invest up to 25% of its total assets in unlisted Indonesian equity securities in the form of private placements, partnerships, joint ventures and other forms of non-corporate investments. The Indonesia Fund may invest up to 20% of its total assets in unlisted Indonesian equity securities (including those issued by new and early stage companies whose securities are not publicly traded). The Indonesia Fund will only invest in such unlisted securities that, in CSAM's opinion, present opportunities for substantial growth over a period of two to five years. TEMPORARY INVESTMENTS. The Indonesia Fund may, for cash management purposes, invest up to 25% of its assets in certain short-term instruments and may, for temporary defensive purposes, invest up to 100% of its assets in certain short-term instruments. The Jakarta Fund may, as a temporary defensive measure, invest up to 100% of its assets in Rupiah or U.S. dollar-denominated fixed-income securities. 28 The Indonesia Fund may invest in the following short-term instruments: - obligations of the U.S. Government, its agencies or instrumentalities (including repurchase agreements with respect to these securities), - bank obligations (including certificates of deposit, time deposits and bankers' acceptances) of U.S. banks and foreign banks denominated in any currency, - floating rate securities and other instruments denominated in any currency issued by international development agencies, banks and other financial institutions, governments and their agencies and instrumentalities, and corporations located in countries that are members of the Organization for Economic Cooperation and Development, - obligations of U.S. corporations that are rated no lower than A-2 by S&P or A-2 by Moody's or the equivalent by another rating service or, if unrated, deemed to be of equivalent quality by CSAM, and - shares of money market funds that are authorized to invest in short-term instruments described above. Repurchase agreements are contracts under which the buyer of a security simultaneously buys and commits to resell the security to the seller at an agreed upon price and date. Normally, CSAM will invest less than 20% of the Indonesia Fund's total assets in repurchase agreements. CURRENCY TRANSACTIONS. CSAM generally does not seek to hedge against declines in the value of the Indonesia Fund's non-dollar-denominated portfolio securities resulting from currency devaluations or fluctuations. If suitable hedging instruments are available on a timely basis and on acceptable terms, CSAM may, in its discretion, hedge all or part of the value of the Indonesia Fund's non-dollar-denominated portfolio securities, although it is not obligated to do so. The Jakarta Fund may deal in forward foreign exchange contracts between the U.S. dollar and the Rupiah as a hedge against possible variations in the foreign exchange rate between these currencies. Each Fund will be subject to the risk of changes in value of the Rupiah, unless it engages in hedging transactions. The Jakarta Fund is also authorized to purchase or sell listed or over-the-counter foreign currency options, foreign currency futures and related options on foreign currency futures as a short or long hedge against possible variations in foreign exchange rates. These transactions may be effected with respect to hedges on non-U.S. dollar denominated securities owned by the Jakarta Fund, sold by the Jakarta Fund but not yet delivered, or committed or anticipated to be purchased by the Jakarta Fund. Although certain risks are involved in options and futures transactions, the Jakarta Fund believes that, because it will engage in options and futures transactions only for currency hedging purposes, its options and futures portfolio strategies will not subject it to certain risks frequently associated with speculation in options and futures transactions. The Jakarta Fund intends to enter into options and futures transactions, on an exchange or in the over-the-counter market, only if there appears to be a liquid secondary market for such options or futures. 29 Foreign currency options provide the holder the right to buy or to sell a currency at a fixed price on a future date. Listed options are third-party contracts (i.e., performance of the parties' obligations is guaranteed by an exchange or clearing corporation) which are issued by a clearing corporation, traded on an exchange and have standardized strike prices and expiration dates. Over-the-counter options are two-party contracts and have negotiated strike prices and expiration dates. A futures contract on a foreign currency is an agreement between two parties to buy and sell a specified amount of a currency for a set price on a future date. Futures contracts and options on futures contracts are traded on boards of trade or futures exchange. The Jakarta Fund will not speculate in foreign currency options, futures or related options. Accordingly, the Jakarta Fund will not hedge a currency substantially in excess of the market value of the securities denominated in such currency which it owns, the expected acquisition price of securities which it has committed or anticipates to purchase which are denominated in such currency, and, in the case of securities which have been sold by the Fund but not yet delivered, the proceeds thereof in its denominated currency. Further, the Jakarta Fund will segregate cash, cash equivalents, U.S. Government securities or other high grade liquid debt securities denominated in U.S. dollars or Rupiah having a market value substantially representing any subsequent decrease in the market value of such hedged security, less any initial or variation margin held in the account of its broker. The Jakarta Fund may not incur potential net liabilities of more than 33-1/3% of its total assets from foreign currency options, futures or related options. Under regulations of the Commodity Futures Trading Commission ("CFTC"), the futures trading activities described above will not result in the Jakarta Fund being deemed a "commodity pool," as defined under such regulations, provided that the Fund adheres to certain restrictions. In particular, the Jakarta Fund may purchase and sell futures contracts and options thereon only for bona fide hedging purposes, as defined under CFTC regulations, any may not purchase or sell any such futures contracts or options if, immediately thereafter, the sum of the amount of initial margin deposits on the Fund's existing futures position and premiums paid for outstanding options would exceed 5% of the market value of its net assets. Margin deposits may consist of cash or securities acceptable to the broker and the relevant contract market. PORTFOLIO TURNOVER RATE. Neither Fund engages in the trading of securities for the purpose of realizing short-term profits, but adjusts its portfolio as it deems advisable in view of prevailing or anticipated market conditions to accomplish its investment objective. It is not anticipated that the annual portfolio turnover rate of the Indonesia Fund following the Merger will exceed 50%. A high rate of portfolio turnover involves correspondingly greater brokerage commission expenses than a lower rate, which expenses must be borne by the Fund and its shareholders. High portfolio turnover may also result in the realization of substantial net short-term capital gains and any distributions resulting from such gains will be taxable at ordinary income rates for U.S. federal income tax purposes. The Jakarta Fund's portfolio turnover rates for the fiscal years ended March 31, 2000 and 1999 were 46% and 11%, respectively. The Indonesia Fund's portfolio turnover rates for the fiscal years ended December 31, 1999 and 1998 were 47.38% and 36.58%, respectively. The portfolio turnover rate is calculated by dividing the lesser of sales or purchases of portfolio securities by the average monthly value of a Fund's portfolio securities. For purposes of this calculation, portfolio securities exclude purchases and sales of debt securities having a maturity at the date of purchase of one year or less. 30 BORROWING. Borrowing increases exposure to capital risk, and borrowed funds are subject to interest costs that may offset or exceed the return earned on investment of the amounts borrowed. Nevertheless, both Funds are authorized to borrow money from banks. The Indonesia Fund may borrow amounts up to 10% of its total assets (not including the amount borrowed) for the following reasons: - for temporary or emergency purposes, - for such short-term credits as may be necessary for the clearance or settlement of transactions, and - to pay any dividends required to be distributed to maintain the Fund's qualification as a regulated investment company under the Code. The Jakarta Fund may also borrow money in amounts of up to 10% of the value of its total assets at the time of such borrowings. The Indonesia Fund will not make additional investments when borrowings exceed 5% of its total assets. The Indonesia Fund may pledge its assets to secure such borrowings. Collateral arrangements with respect to the writing of options or the purchase or sale of future contracts or related options or forward currency contracts are not deemed a pledge of assets or the issuance of a senior security. FUNDAMENTAL POLICIES. Each Fund has "fundamental" investment policies which may not be changed without the prior approval of the holders of a majority of each Fund's outstanding voting securities, and "non-fundamental" investment policies which may be modified by each Fund's Board of Directors if, in the reasonable exercise of its business judgment, the Board determines that modification is necessary or appropriate to carry out that Fund's investment objective. Following is a description of certain of the Funds' current fundamental investment policies which are substantially similar: 1. Neither Fund may invest more than 25% of the total value of its assets in a particular industry. This restriction does not apply to investments in U.S. Government securities. 2. Neither Fund may issue senior securities or borrow money, except that either Fund may borrow from a lender for the reasons specified above under "--Borrowing" and the Indonesia Fund may also pledge its assets in connection with any borrowings (although this ability to pledge is limited by the Indonesia Fund's Articles of Incorporation). 3. Neither Fund may lend money to other persons except through the purchase of debt obligations, loans or participation interests in loans (Indonesia Fund only), and the entering into of repurchase agreements or reverse repurchase agreements (Indonesia Fund only) consistent with applicable regulatory requirements, in each case consistent with the Fund's investment objective and policies. 4. Neither Fund may make short sales of securities or maintain a short position in any security. 31 5. Neither Fund may purchase securities on margin, except such short-term credits as may be necessary or routine for the clearance or settlement of transactions and the maintenance of margin with respect to forward contracts or other hedging securities. 6. Neither Fund may underwrite securities of other issuers, except insofar as either Fund may be deemed an underwriter under the Securities Act in selling portfolio securities. 7. Neither Fund may purchase or sell commodities or real estate, except that either Fund may invest in securities secured by real estate or interests in real estate or in securities issued by companies, including real estate investment trusts, that invest in real estate or interests in real estate, and may purchase and sell forward contracts on foreign currencies to the extent permitted under applicable law (and the Jakarta Fund may also purchase and sell financial and currency options, futures contracts and related options). 8. Neither Fund may make investments for the purpose of exercising control over, or management of, the issuers of any securities. 9. The Jakarta Fund may not purchase securities of other investment companies, except in connection with a merger, consolidation, acquisition or reorganization, or by purchase in the open market of securities of closed-end investment companies where no underwriter's or dealer's commission or profit, other than customary broker's commission, is involved and only if immediately thereafter not more than 10% of the Jakarta Fund's total assets would be invested in such securities. In addition to the foregoing restrictions, each Fund is subject to investment limitations and other restrictions in Indonesia. Under the Investment Company Act, neither Fund may: - invest more than 5% of its total assets in the securities of any one investment company, nor - acquire more than 3% of the outstanding voting securities of any such company. In addition, the Funds may not invest more than 10% of their total assets in securities issued by all investment companies. As a shareholder in any investment company, each Fund will bear its ratable share of that investment company's expenses, and would remain subject to payment of the company's advisory, sub-advisory and administrative fees with respect to assets so invested. UNITED STATES FEDERAL INCOME TAXES The following is a brief summary of certain United States federal income tax issues that apply to each Fund. Shareholders should consult their own tax advisers with regard to the federal tax consequences of the purchase, ownership and disposition of each Fund's shares, as 32 well as tax consequences arising under the laws of any state, foreign country, or other taxing jurisdiction. Each Fund has qualified, and intends to continue to qualify and elect to be treated, as a regulated investment company, or RIC, for each taxable year under Subchapter M of the Code. A RIC generally is not subject to federal income tax on income and gains distributed in a timely manner to its shareholders. Each Fund intends to distribute annually to its shareholders substantially all of its investment company taxable income. The Jakarta Fund also intends to distribute, at least annually, all of its net realized capital gains, if any. The Board of Directors of the Indonesia Fund will determine annually whether to distribute any net realized long-term capital gains in excess of net realized short-term capital losses, including any capital loss carryovers. An additional distribution may be made to the extent necessary to avoid the payment of a 4% U.S. federal excise tax. However, if the Indonesia Fund retains for investment an amount equal to its net long-term capital gains in excess of its net short-term capital losses and capital loss carryovers, it will be subject to a corporate tax, currently at a rate of 35%, on the amount retained. In that event, the Indonesia Fund expects to designate such retained amounts as undistributed capital gains in a notice to its shareholders. In that event, each shareholder: - will be required to include in income for United States federal income tax purposes, as long-term capital gains, its proportionate share of the undistributed amount, - will be entitled to credit its proportionate share of the 35% tax paid by the Indonesia Fund on the undistributed amount against its United States federal income tax liabilities, if any, and to claim a refund to the extent its credits exceed its liabilities, if any, and - will be entitled to increase its tax basis, for United States federal income tax purposes, in its shares by an amount equal to 65% of the amount of undistributed capital gains included in the shareholder's income. Income received by the Funds from sources within countries other than the United States may be subject to withholding and other taxes imposed by such countries, which will reduce the amount available for distribution to shareholders. If more than 50% of the value of either Fund's total assets at the close of its taxable year consists of securities of foreign corporations, that Fund will be eligible and intends to elect to "pass-through" to shareholders the amount of foreign income and similar taxes it has paid. Pursuant to this election, shareholders of the electing Fund will be required to include in gross income (in addition to the full amount of the taxable dividends actually received) their pro rata share of the foreign taxes paid by that Fund. Each such shareholder will also be entitled either to deduct (as an itemized deduction) its pro rata share of foreign taxes in computing its taxable income or to claim a foreign tax credit against its U.S. federal income tax liability, subject to limitations. No deduction for foreign taxes may be claimed by a shareholder who does not itemize deductions, but such a shareholder may be eligible to claim the foreign tax credit. The deduction for foreign taxes is not allowable in computing alternative minimum taxable income. Each shareholder will be notified within 60 days after the close of that Fund's taxable year whether the foreign taxes paid by the Fund will "pass through" for that year. 33 Generally, a credit for foreign taxes is subject to the limitation that it may not exceed the shareholder's U.S. tax attributable to his or her foreign source taxable income. For this purpose, if the pass-through election is made, the source of each Fund's income flows through to its shareholders. Any gains from the sale of securities by either Fund will be treated as derived from U.S. sources and certain currency fluctuation gains, including fluctuation gains from foreign currency-denominated debt securities, receivables and payables, will be treated as ordinary income derived from U.S. sources. The limitation on the foreign tax credit is applied separately to foreign source passive income (as defined for purposes of the foreign tax credit), including the foreign source passive income passed through by each Fund. Because of the limitation, shareholders taxable in the United States may be unable to claim a credit for the full amount of their proportionate share of the foreign taxes paid by a Fund. The foreign tax credit also cannot be used to offset more than 90% of the alternative minimum tax (as computed under the Code for purposes of this limitation) imposed on corporations and individuals. Shareholders will be notified annually by each Fund as to the United States federal income tax status of the dividends, distributions and deemed distributions made by the Fund to its shareholders. Furthermore, shareholders will also receive, if appropriate, various written notices after the close of each Fund's taxable year regarding the United States federal income tax status of certain dividends, distributions and deemed distributions that were paid, or that are treated as having been paid, by that Fund to its shareholders during the preceding taxable year. For a more detailed discussion of tax matters affecting each Fund and its shareholders, including a discussion of Indonesian taxes, see "Taxation" in the SAI. INFORMATION ABOUT THE MERGER GENERAL. Under the Plan, the Jakarta Fund will merge with and into the Indonesia Fund on the Effective Date. As a result of the Merger and on the Effective Date: - the Jakarta Fund will no longer exist, and - the Indonesia Fund will be the surviving corporation. The Jakarta Fund will then: - deregister as an investment company under the Investment Company Act, - cease its separate existence under Maryland law, - withdraw from registration under the Securities Exchange Act of 1934, or the Securities Act. Each share of outstanding stock of the Jakarta Fund will convert into an equivalent dollar amount of full shares (and the right to receive cash in lieu of fractional shares) of stock of the Indonesia Fund, based on the net asset value per share of each Fund calculated at 4:00 p.m. on the Business Day preceding the Effective Date. The Indonesia Fund will not issue any fractional shares to the Jakarta Fund shareholders. The Indonesia Fund will purchase all fractional shares at the current net asset value of the shares and remit the cash proceeds to former shareholders of 34 the Jakarta Fund in proportion to their fractional shares. No sales charge or fee of any kind will be charged to the Jakarta Fund shareholders in connection with their receipt of common stock of the Indonesia Fund in the Merger. Under Maryland law, shareholders of a corporation whose shares are traded publicly on a national securities exchange, such as the Indonesia Fund's shares, are not entitled to demand the fair value of their shares upon a merger (i.e., appraisal rights); therefore, the shareholders of the Indonesia Fund will be bound by the terms of the Merger. The term "national security exchange" is not defined in Maryland law and there is some uncertainty as to whether a regional stock exchange, such as the BSE, is a national securities exchange for purposes of Maryland law. Accordingly, Jakarta Fund's Board of Directors has determined that shareholders of Jakarta Fund are entitled appraisal rights in view of this uncertainty. A condition to the Merger is that holders of not more than 10% of the outstanding shares of the Jakarta Fund exercise these rights of appraisal by filing a written objection with the Jakarta Fund in connection with the Merger at or before that Fund's special meeting of shareholders and by not voting in favor of the Merger. See "Information on Appraisal Rights" below. Any shareholder of either Fund may sell his or her shares of common stock at any time prior to the Merger on the NYSE (in the case of the Indonesia Fund) or the BSE or the OTC Bulletin Board (in the case of the Jakarta Fund). The Plan may be terminated and the Merger abandoned, whether before or after approval by the Funds' shareholders, at any time prior to the Effective Date: - by the mutual written consent of the Board of Directors of each Fund, or - by either Fund if the conditions to that Fund's obligations under the Plan have not been satisfied or waived. If the Merger has not been consummated by February 28, 2001, the Plan automatically terminates on that date, unless a later date is mutually agreed upon by the Board of Directors of each Fund. INFORMATION ON APPRAISAL RIGHTS. Under the Maryland General Corporation Law, certain relevant sections of which are attached as Exhibit B, each shareholder of the Jakarta Fund will be entitled to demand and receive payment of the "fair value" of his or her shares in cash, if he or she: - prior to or at the special meeting of shareholders, files with the Jakarta Fund a written objection to the Merger; - does not vote in favor of the Merger; and - within 20 days after the Articles of Merger have been accepted for record by the Maryland State Department of Assessments and Taxation (the "SDAT"), makes a written demand on the Indonesia Fund for payment of his or her shares (a "Payment Demand") stating the number of shares for which payment is demanded. A written objection to the Merger may be delivered to the Jakarta Fund at the special meeting of shareholders, or if sent prior thereto should be sent to the Jakarta Fund c/o Nomura 35 Asset Management U.S.A. Inc., 180 Maiden Lane, New York, New York 10038-4936, Attn: John J. Boretti. A subsequent Payment Demand should be sent to the Indonesia Fund, c/o Credit Suisse Asset Management, LLC at 466 Lexington Avenue, New York, New York 10017-3140, Attn: Michael A. Pignataro. Any Jakarta Fund shareholder who fails to comply with the above requirements will be bound by the terms of the Merger. Under the Maryland General Corporation Law, "fair value" is determined as of the close of business on the day of the shareholders' meeting of the Jakarta Fund. Fair value does not include any appreciation or depreciation that results, directly or indirectly, from the Merger. A Jakarta Fund shareholder who makes a Payment Demand would not be entitled to receive any of the dividends or distributions that will be payable to shareholders of record on a record date that is after the close of business on the day the Jakarta Fund shareholders vote on the Merger. The Indonesia Fund will promptly deliver or send by certified mail, return receipt requested, to each Jakarta Fund shareholder who has properly filed a written objection to the Merger and not voted in its favor, written notice of the date of acceptance of the Articles of Merger by the SDAT. This notice may include a written offer by the Indonesia Fund to pay the objecting shareholder what the Indonesia Fund considers to be the "fair value" of his or her shares of common stock of the Jakarta Fund. Within 50 days after the acceptance of the Articles of Merger by SDAT, the Indonesia Fund or any shareholder who has made a Payment Demand but has not received payment for his or her shares may petition a court of equity in Baltimore City, Maryland for an appraisal to determine the "fair value" of such shares. If the court finds that a shareholder is entitled to appraisal of his or her stock, the court will appoint three disinterested appraisers to determine the "fair value" of such shares on terms and conditions the court considers proper. The appraisers will, within 60 days after appointment (or such longer period as the court may direct), file with the court and mail to each party their report stating their conclusion as to the "fair value" of the shares. Within 15 days after the filing of the report, any party may object to the report and request a hearing. The court will, upon motion of any party, enter an order either confirming, modifying or rejecting the report and, if confirmed or modified, enter judgment directing the time within which payment must be made. If the appraisers' report is rejected, the court may determine the "fair value" of the shares of common stock of the Jakarta Fund shareholder requesting appraisal or may remit the proceeding to the same or other appraisers. Any judgment entered pursuant to a court proceeding will include interest from the date of the shareholders' meeting unless the court finds that the shareholder's refusal to accept a written offer to purchase the stock previously made by the Indonesia Fund was arbitrary and vexatious or not in good faith. The costs of the proceeding (not including attorneys' fees) will be determined by the court and will be assessed against the Indonesia Fund or, under certain circumstances, the shareholder, or both. At any time after the filing of a petition for appraisal, the court may require a shareholder who has filed such petition to submit his or her certificates representing shares to the clerk of the court for notation of the pendency of the appraisal proceedings. In order to receive payment, whether by agreement with the Indonesia Fund or pursuant to a judgment, the Jakarta Fund shareholder must surrender the stock certificates endorsed in blank and in proper form for transfer. A Jakarta Fund shareholder who has made a Payment Demand shall cease to have any rights as a shareholder, except the right to receive the payment of the "fair value" of the shares. 36 The rights of a Jakarta Fund shareholder who has made a Payment Demand may be restored only upon: - the withdrawal, with the consent of the Indonesia Fund, of the Payment Demand; - the failure both of the shareholder and the Indonesia Fund to file a petition for appraisal within the time required; - the determination of the court that the shareholder is not entitled to an appraisal; or - the abandonment or rescission of the Merger. REASONS FOR THE MERGER. The Board of Directors of each Fund considered and unanimously approved the proposed Merger at separate meetings of each Board held on October 11, 2000 (with respect to the Jakarta Fund) and September 28, 2000 (with respect to the Indonesia Fund). A majority of the Directors of the Indonesia Fund were present at the telephonic meeting. For the reasons discussed below, the Board of Directors of each Fund, including the Non-interested Directors of each Fund, after consideration of the potential benefits of the Merger to the shareholders of that Fund, the options available and consequences that could potentially occur without the Merger, and the expenses expected to be incurred by that Fund in connection with the Merger, unanimously determined that the proposed Merger is advisable and in the best interests of each respective Fund and its shareholders. 37 Since the Jakarta Fund was established, its Board of Directors on a quarterly basis has reviewed the trading price of the Fund's shares. One recent issue has been the trading of the Fund's shares on the BSE. Although the Jakarta Fund explored various alternatives designed to maintain its continued listing on the NYSE, the Jakarta Fund fell below the minimum market capitalization requirements for continued listing on the NYSE and initiated the listing process with the BSE. Following notification on March 18, 2000 that trading in the Jakarta Fund's shares on the NYSE would be suspended, the Fund was successful in having its shares listed on the BSE. Since that time, however, the Jakarta Fund's shares have traded at both a premium and a discount. In the context of the Jakarta Fund Board's consideration of the impact of the market price discount on the Jakarta Fund and its shareholders, the Board noted that the Indonesia Fund's shares have frequently traded, and currently trade, at a premium. The Board also noted the benefits of the Indonesia Fund's NYSE listing, as well as its marginally better historical performance. The Board of each Fund also separately noted that it is anticipated that the combined Fund would have an expense ratio lower than the current expense ratio for either Fund, and substantially lower in the case of the Jakarta Fund. In addition, the Boards noted that the Merger may result in a more liquid trading market for shares of the Indonesia Fund than either Fund currently enjoys separately. More importantly, the Merger would assist the Indonesia Fund in maintaining the liquid trading market for its shares on the NYSE. The minimum market capitalization for continued listing on the NYSE is $15 million. The Indonesia Fund's average market capitalization for the 30 consecutive trading day period ended August 31, 2000 approximated $15 million. After giving effect to the Merger and based on current market prices, the Indonesia Fund's market capitalization is expected to total approximately $20 million. In light of the proposed Merger and the expected increase in assets, the NYSE has indicated that it will continue to maintain the Indonesia Fund's listing, subject to satisfaction of the listing standards at the time the Merger is consummated and thereafter. In deciding to approve the Merger, the Non-interested Directors considered many factors, including, but not limited to, market information, analyses and advice provided to them by their respective investment managers. In addition, in considering the merits of the proposed Merger, the Boards also considered the larger asset size of the combined Fund relative to each constituent Fund standing alone and the potential for economies of scale that may result from the larger asset size of the combined Fund. Based on data presented by CSAM and NAM-U.S.A., the Board of Directors of each Fund considered the anticipation that the Indonesia Fund would have a lower expense ratio than the current expense ratio for either Fund, and this expense ratio would be substantially lower in the case of the Jakarta Fund. See "Expense Table." Further, it is anticipated that the Merger itself may focus the attention of more securities analysts on the combined Fund than previously followed either Fund individually. Once the Merger is consummated, it is believed that the Indonesia Fund will be the only publicly available fund in the United States that concentrates in Indonesian securities. Debevoise & Plimpton, counsel to the Non-Interested Directors of the Jakarta Fund, assisted the Non-interested Directors in their consideration of these matters. Brown & Wood LLP, counsel to the Jakarta Fund and NAM-U.S.A., also assisted the Jakarta Fund is its consideration of these matters. Morrison & Foerster, counsel to the Non-interested Directors of the Indonesia Fund, assisted the Non-interested Directors in their consideration of these matters. Willkie Farr & Gallagher, counsel for the Indonesia Fund and CSAM, also assisted the Indonesia Fund in its consideration of these matters. 38 THERE CAN BE NO GUARANTEE THAT ANY OF THESE POTENTIAL BENEFICIAL RESULTS WILL BE REALIZED. The Board of Directors of each Fund, in declaring advisable and recommending the proposed Merger, also considered the following: (1) the capabilities and resources of CSAM and its affiliates in the areas of investment management and shareholder servicing; (2) expense ratios and information regarding fees and expenses of the Funds, both currently and on a pro forma basis; (3) the terms and conditions of the Merger and whether it would result in dilution of the interests of existing shareholders; (4) the compatibility of each Fund's portfolio securities, investment objective, policies and restrictions; (5) the tax consequences to each Fund and its shareholders in connection with the Merger; (6) the anticipated expenses of the Merger; and (7) the benefits of continued listing on the NYSE. In reviewing issues relating to the structure of the Merger and which Fund should be the surviving corporation in the Merger, each Board also considered the following information: - the comparative performance records of the two Funds, - public and market perception of the two Funds, - the current trading forum of each Fund, - the relative size of the two Funds, and - the investment policies, strategies and personnel CSAM intends to utilize in managing the Indonesia Fund. Based on the factors discussed above, the Board of Directors of each Fund concluded that the estimated expenses of the Merger are outweighed by the benefits that are anticipated to be derived from the Merger. After consideration of the above issues CSAM and NAM-U.S.A. proposed, and the Board of Directors of each Fund approved, the Merger. IN THE JUDGMENT OF THE BOARD OF DIRECTORS OF EACH FUND, THE MERGER SERVES THE BEST INTERESTS OF EACH FUND AND ITS SHAREHOLDERS. 39 TERMS OF THE MERGER AGREEMENT. The following is a summary of the significant terms of the Plan. This summary is qualified in its entirety by reference to the Plan, attached hereto as Exhibit A. At the Effective Date, each share of common stock of the Jakarta Fund will convert into an equivalent dollar amount (to the nearest one ten-thousandth of one cent) of full shares (and the right to receive cash in lieu of fractional shares) of common stock of the Indonesia Fund, based on the net asset value per share of each Fund calculated at 4:00 p.m. on the Business Day preceding the Effective Date. The Indonesia Fund will not issue any fractional shares to the Jakarta Fund shareholders. The Indonesia Fund will purchase all fractional shares at the current net asset value of the shares and remit the cash proceeds to former shareholders of the Jakarta Fund in proportion to their fractional shares. For purposes of valuing assets in connection with the Merger, the assets of the Jakarta Fund will be valued pursuant to the principles and procedures consistently utilized by the Indonesia Fund, which principles and procedures are similar to those utilized by the Jakarta Fund in valuing its own assets and determining its own liabilities. As a result, it is not expected that the Indonesia Fund's valuation procedures as applied to the Jakarta Fund's portfolio securities will result in any difference from the valuation that would have resulted from the application of the Jakarta Fund's valuation procedures to such securities. The net asset value per share of common stock of the Indonesia Fund will be determined in accordance with these principles and procedures, and the Indonesia Fund will certify the computations involved. The Indonesia Fund will issue separate certificates or share deposit receipts for common stock of the Indonesia Fund to shareholders of the Jakarta Fund. The Indonesia Fund will deliver these certificates or share deposit receipts representing shares of common stock of the Indonesia Fund to BankBoston, N.A. c/o EquiServe, L.P., as the transfer agent and registrar for common stock of the Indonesia Fund. The Indonesia Fund will not permit any Jakarta Fund shareholder to receive new certificates representing shares of common stock of the Indonesia Fund until the shareholder has surrendered his or her outstanding certificates representing shares of the common stock of the Jakarta Fund or, in the event of lost certificates, posted adequate bond. The Jakarta Fund will request its shareholders to surrender their outstanding certificates representing shares of the common stock of the Jakarta Fund or post adequate bond therefore. Dividends payable to holders of record of shares of the Indonesia Fund as of any date after the Effective Date and prior to the exchange of certificates by any shareholder of the Jakarta Fund will be paid to such shareholder, without interest; however, such dividends will not be paid unless and until such shareholder surrenders his or her stock certificates of the Jakarta Fund for exchange. PLEASE DO NOT SEND IN ANY STOCK CERTIFICATES AT THIS TIME. UPON CONSUMMATION OF THE MERGER, SHAREHOLDERS OF THE JAKARTA FUND WILL BE FURNISHED WITH INSTRUCTIONS FOR EXCHANGING THEIR STOCK CERTIFICATES FOR STOCK CERTIFICATES OF THE INDONESIA FUND. 40 The Plan provides, among other things, that the Merger will not take place without: - the requisite approval of the shareholders of the Jakarta Fund and the Indonesia Fund, - the effectiveness of a Registration Statement on Form N-14, - the continued listing of the Indonesia Fund's shares on the NYSE through the completion date of the Merger, and - confirmation by the Jakarta Fund that not more than 10% of the outstanding shares of the Jakarta Fund have (i) filed a written objection to the Merger with the Jakarta Fund in connection with the Merger at or before that Fund's special meeting of shareholders and (ii) have not voted in favor of the Merger Proposal. The Plan may be terminated at any time prior to the Effective Date by mutual agreement of each Fund's Board of Directors or by either Fund if the other has violated a condition of the Plan. The Plan will automatically terminate after February 28, 2001 if the Merger has not been consummated, unless such time is extended by mutual agreement of the Board of Directors of each Fund. The Plan may be amended, modified or supplemented by mutual agreement of the Jakarta Fund and the Indonesia Fund. However, no amendments which would have the effect of changing the provisions for determining the number of shares to be issued to the Jakarta Fund shareholders will be permitted following the special meeting unless those shareholders consent to the amendment. EXPENSES OF THE MERGER. In evaluating the proposed Merger, CSAM and NAM-U.S.A. have estimated the amount of expenses the Funds would incur, including NYSE listing fees, SEC registration fees, legal and accounting fees and proxy and distribution costs. The estimated total expenses pertaining to the Merger are $357,000. Each Fund will bear its own legal, accounting and mailing expenses relating to the Merger and one-half of all other Merger-related expenses, except that if the Merger is completed, the Indonesia Fund will bear the first $200,000 of the Jakarta Fund's expenses under this formula. If the Merger is not completed for any reason (other than breach by the Jakarta Fund of its obligations under the Plan), the Indonesia Fund will bear all of the Jakarta Fund's ordinary Merger-related expenses, including its legal, accounting and mailing expenses as described above, but excluding any extraordinary expenses such as litigation expenses. Counsel to the Indonesia Fund has taken a lead role in drafting this Proxy Statement/Prospectus, and the Indonesia Fund will bear the fees and expenses of such counsel. For more information about the expenses of the Merger, see "Synopsis--Expenses of the Merger." The expenses of the Merger, assuming its consummation, are expected to result in a reduction in the Indonesia Fund's net asset value per share of approximately $0.07 and no reduction in the Jakarta Fund's net asset value. TAX CONSIDERATIONS. The Plan and Merger are conditioned upon the receipt by the Jakarta Fund and the Indonesia Fund of an opinion from Brown & Wood LLP and Willkie Farr 41 & Gallagher, respectively, substantially to the effect that, based upon the facts, assumptions and representations of the parties, for federal income tax purposes: - the Merger will constitute a tax-free "reorganization" within the meaning of Section 368(a)(1) of the Code, and each Fund will be "a party to a reorganization" within the meaning of Section 368(b) of the Code, - no gain or loss will be recognized by either Fund as a result of the Merger, - the basis of the assets of the Jakarta Fund in the hands of the Indonesia Fund will be the same as the basis of such assets to the Jakarta Fund immediately prior to the Merger, - the holding period of the assets of the Jakarta Fund in the hands of the Indonesia Fund will include the period during which such assets were held by the Jakarta Fund, - no gain or loss will be recognized by the shareholders of the Jakarta Fund upon the conversion of their Jakarta Fund shares into common stock of the Indonesia Fund except with respect to cash received upon the sale of fractional share interests, - the basis of shares of the Indonesia Fund received by the shareholders of the Jakarta Fund (including fractional share interests) will be the same as the basis of the shares of the Jakarta Fund exchanged therefor, - the holding period of shares of the Indonesia Fund (including fractional share interests) received by the shareholders of the Jakarta Fund will include the holding period during which the shares of the Jakarta Fund exchanged therefor were held, provided that at the time of the exchange the shares of the Jakarta Fund were held as capital assets in the hands of the shareholders of the Jakarta Fund, and - cash received for fractional shares will generate gain or loss to shareholders receiving such cash. While the Jakarta Fund is not aware of any adverse state or local tax consequences of the proposed Merger, it has not requested any ruling or opinion with respect to such consequences and shareholders may wish to consult their own tax advisers with respect to such matters. ADDITIONAL INFORMATION ABOUT THE FUNDS DESCRIPTION OF SECURITIES TO BE ISSUED. The authorized stock of the Indonesia Fund consists of 100,000,000 shares of common stock, U.S.$0.001 par value. Shares of the Indonesia Fund entitle its holders to one vote per share. Holders of the Indonesia Fund's common stock are entitled to share equally in dividends authorized by the Fund's Board of Directors payable to the holders of such common stock and in the net assets of the Indonesia Fund available on liquidation for distribution to holders of such common stock. Shares have noncumulative voting rights and no conversion, preemptive or other subscription rights, and are not redeemable. The outstanding shares of common stock of the Indonesia Fund are fully paid and non-assessable. In the event of liquidation, each share of common stock is entitled to its proportion of the Fund's 42 assets after payment of debts and expenses. The Indonesia Fund holds shareholder meetings annually. The following table shows information about the common stock of each Fund as of June 30, 2000.
(4) Amount Issued (3) and Outstanding (1) (2) Amount held by Fund Exclusive of Amount Title of Class Amount Authorized for its Own Account Shown Under (3) -------------- ----------------- --------------------- ------------------- JAKARTA FUND Common Stock, 100,000,000 None 5,017,564 $0.10 par value INDONESIA FUND Common Stock, $0.001 100,000,000 None 4,608,989 par value
The shares of common stock of the Jakarta Fund are listed and traded on the BSE under the symbol "JGF." The Jakarta Fund's common stock also trades on the OTC Bulletin Board under the symbol "JGFI." The shares of common stock of the Indonesia Fund are listed and trade on the NYSE under the symbol "IF." As of June 30, 2000, the net asset value of the Jakarta Fund common stock was $1.67, and the market price per share was $1.50. As of that same date, the net asset value of the Indonesia Fund common stock was $2.48, and the market price per share was $3.38. DISCOUNT TO NET ASSET VALUE. Shares of closed-end investment companies frequently trade at a discount to net asset value. This characteristic is a risk separate and distinct from the risk that the Funds' net asset values may decrease, and this risk may be greater for shareholders expecting to sell their shares in a relatively short period. THE SHARES OF COMMON STOCK OF THE FUNDS SHOULD THUS BE VIEWED AS BEING DESIGNED PRIMARILY FOR LONG-TERM INVESTORS AND SHOULD NOT BE CONSIDERED A VEHICLE FOR TRADING PURPOSES. Although the shares of the Jakarta Fund have traded at a premium, they have also traded at a discount from net asset value, and, as of June 30, 2000, traded at a market price discount of 10.18%. The Indonesia Fund's shares have historically traded in the market at a premium, and as of the same date traded at a market price premium of 36.09%. It is not possible to state whether shares of the Indonesia Fund will trade at a premium or discount to net asset value leading up to or following the Merger, or the extent of any such premium or discount. The Directors of the Indonesia Fund will periodically consider any market price discount and the effect of any such discount on the Indonesia Fund and its shareholders. 43 PER SHARE DATA FOR JAKARTA GROWTH FUND, INC. COMMON STOCK TRADED ON THE NYSE/BSE*
PREMIUM (DISCOUNT) PERIOD MARKET PRICE NET ASSET VALUE AS % OF NAV (CALENDAR YEAR) ------------ --------------- ----------- HIGH LOW HIGH LOW HIGH LOW - -------------------------------- -------------------------- ----------------------- --------------------------- 1998 First Quarter ............... 4.625 2.938 2.730 1.830 102.850 32.780 Second Quarter .............. 4.063 2.688 2.550 1.570 106.040 47.060 Third Quarter ............... 3.188 1.750 1.800 1.370 89.730 17.690 Fourth Quarter .............. 2.063 1.625 2.260 1.420 31.370 9.950 1999 First Quarter ............... 2.688 2.000 2.280 1.840 22.660 3.630 Second Quarter .............. 3.938 2.188 3.420 2.010 42.500 8.830 Third Quarter ............... 3.813 2.750 3.370 2.040 34.800 7.570 Fourth Quarter .............. 3.500 2.875 3.090 2.410 32.260 3.160 2000 First Quarter ............... 3.125 2.313 3.060 2.150 14.630 0.980 Second Quarter .............. 2.188 1.125 2.160 1.500 2.200 (47.180) Third Quarter ............... 1.531 1.000 1.700 1.260 14.09 (35.06)
* The Jakarta Fund traded on the NYSE from January 29, 1990 until April 12, 2000, at which time it began trading on the BSE and the OTC Bulletin Board. 44 PER SHARE DATA FOR THE INDONESIA FUND, INC. COMMON STOCK TRADED ON THE NYSE
PREMIUM PERIOD MARKET PRICE NET ASSET VALUE AS % OF NAV (CALENDAR YEAR) ------------ --------------- ----------- HIGH LOW HIGH LOW HIGH LOW - ---------------------------------- --------------------------- ------------------------- --------------------------- 1998 First Quarter ............... $7.18 $4.00 $3.65 $2.30 123% 39% Second Quarter .............. $5.88 $3.31 $3.73 $1.70 139% 56% Third Quarter ............... $4.06 $2.31 $2.11 $1.41 93% 50% Fourth Quarter .............. $4.56 $2.56 $2.98 $1.40 83% 27% 1999 First Quarter ............... $4.19 $3.00 $3.13 $2.26 54% 24% Second Quarter .............. $7.00 $3.31 $5.41 $2.61 76% 19% Third Quarter ............... $7.00 $4.75 $5.11 $2.95 67% 25% Fourth Quarter .............. $6.00 $4.88 $4.50 $3.40 58% 20% 2000 First Quarter ............... $5.69 $3.88 $4.62 $3.09 37% 18% Second Quarter .............. $4.38 $3.31 $3.17 $2.23 57% 19% Third Quarter ............... $3.50 $2.63 $2.63 $1.97 48% 16%
45 CAPITALIZATION. The following table shows on an unaudited basis the capitalization of the Jakarta Fund and the Indonesia Fund as of June 30, 2000 and on a pro forma basis as of that same date giving effect to the Merger:(1)
INDONESIA JAKARTA PRO FORMA ADJUSTMENTS PRO FORMA FUND FUND MERGER ------------------------ ---------------- ------------------ ----------------------- -------------------- Net assets $11,449,492 $8,367,438 $(370,104) $19,446,826(1) Net asset value per share $2.48 $1.67 N/A $2.41(2) Shares outstanding 4,608,989 5,017,564 N/A 8,075,518(3)
(1) Assumes that the Merger had been consummated on June 30, 2000, and is for information purposes only. No assurance can be given as to how many shares of the Indonesia Fund common stock shareholders of the Jakarta Fund will receive on the date the Merger takes place, and the foregoing should not be relied upon to reflect the number of shares of the Indonesia Fund common stock that actually will be received on or after such date. Assumes accrual of estimated Merger expenses of $357,000 and write-off of Jakarta Fund's prepaid costs of $13,104, which will not be assumed by the Indonesia Fund. (2) Net asset value per share after Merger-related expenses and distribution of ordinary income, if any. (3) Assumes the issuance of 3,466,529 shares in exchange for the net assets of the Jakarta Fund. The number of shares issued was based on the net asset value of each Fund, net of estimated Merger expenses and distributions, on June 30, 2000. DIVIDENDS AND OTHER DISTRIBUTIONS. Each Fund intends to distribute dividends from its net investment income and any net realized capital gains after utilization of capital loss carryforwards annually to prevent application of a federal excise tax. An additional distribution may be made if necessary. Any dividends or capital gains distributions declared in October, November or December with a record date in such a month and paid during the following January will be treated by shareholders for federal income tax purposes as if received on December 31 of the calendar year in which it is declared. Dividends and distributions of each Fund are invested in shares of the Fund in accordance with each Fund's Dividend Reinvestment Plan and credited to the shareholder's account on the settlement date which is usually three Business Days from the purchase date or, at the shareholder's election, paid in cash. If the Merger is approved by each Fund's shareholders, then as soon as practicable before the Effective Date, each Fund will pay its shareholders a cash distribution of all undistributed 2000 net investment income unless such amounts are immaterial. It is expected that any calendar year realized net capital gains will be offset through the utilization of capital loss carryforwards prior to the Effective Date. PORTFOLIO VALUATION. Investments of each Fund are stated at value in each Fund's financial statements. All equity securities of the Indonesia Fund are valued at the closing price on the exchange or market on which the security is primarily traded ("Primary Market"). If the security did not trade on the Primary Market, it shall be valued at the closing price on another 46 exchange where it trades. If there are no such sale prices, the value shall be the most recent bid price, and if there is no bid price, the security shall be valued at the most recent asked price. If no pricing service is available and there are more than two dealers, the value shall be the mean of the highest bid price and lowest ask price. If there is only one dealer, then the value shall be the mean if bid and ask prices are available, otherwise the value shall be the bid price. The Indonesia Fund uses a local market quotation for investments in the banking sector. Both Funds value short-term investments having a maturity of 60 days or less on the basis of amortized cost. Investments traded on stock exchanges are valued by the Jakarta Fund at the last sale price on the principle market on which such securities are traded as of the close of business on the day the securities are being valued or, lacking any sales, at the last available bid price. Securities traded in the over-the-counter market are valued by the Jakarta Fund at the last reported sales price as of the close of business on the day the securities are being valued or, if none is available, at the mean of the bid and offer price at the close of the day. Short-term debt securities which mature in 60 days or less are valued by the Jakarta Fund at amortized cost if their original maturity at the date of purchase was 60 days or less, or by amortizing their value on the 61st day prior to maturity if their term to maturity at the date of purchase exceeded 60 days. Securities and other assets, including futures contracts and related options, are stated at market value or otherwise at fair value as determined in good faith by or under the direction of the Board of Directors of the Jakarta Fund. All other securities and assets are valued at fair value as determined in good faith by each Fund's Board of Directors. The Board of Directors of each Fund has established general guidelines for calculating fair value of securities that are not readily marketable. At June 30, 2000, the Funds held no assets in securities valued in good faith by its Board of Directors. The net asset value per share of the Indonesia Fund is calculated daily, with the exception of those days on which the NYSE is closed. The net asset value per share of the Jakarta Fund is calculated weekly. PORTFOLIO TRANSACTIONS. The Indonesia Fund may utilize CS First Boston Corporation ("CSFB") and other affiliates of Credit Suisse in connection with the purchase or sale of securities in accordance with rules or exemptive orders promulgated by the SEC when CSAM believes that the charge for the transaction does not exceed usual and customary levels. Decisions to buy and sell securities for each Fund are made by their respective investment advisers, subject to the overall review of each Fund's Board of Directors. Portfolio securities transactions for the Funds will be placed on behalf of each Fund by persons authorized by their respective investment advisers. CSAM manages other accounts that may invest in Indonesian securities. Although investment decisions for the Indonesia Fund are made independently from those of the other accounts managed by CSAM, investments of the type the Indonesia Fund may make may also be made by those other accounts. When the Indonesia Fund and one or more other accounts managed by CSAM are prepared to invest in, or desire to dispose of, the same security, available investments or opportunities for each will be allocated in a manner believed by CSAM to be equitable to each. In some cases, this procedure may adversely affect the price paid or received by the Indonesia Fund or the size of the position obtained or disposed of by the Fund. Transactions on United States and some foreign stock exchanges involve the payment of negotiated brokerage commissions, which may vary among different brokers. The cost of securities purchased from underwriters includes an underwriter's commission or concession, and the prices at which securities are purchased from and sold to dealers in the over-the-counter markets include an undisclosed dealer's mark-up or mark-down. Generally, the supervision and 47 regulation of foreign stock exchanges and brokers differ from, and in some cases may be less than, the supervision and regulation of exchanges and brokers in the U.S. Both Funds may invest in securities traded in over-the-counter markets, and intend to deal directly with the dealers who make markets in the securities involved except in those circumstances where better prices and execution are available elsewhere. Under the Investment Company Act, persons affiliated with a fund are prohibited from dealing with the fund as principal in the purchase and sale of securities. Since transactions in the over-the-counter market usually involve transactions with dealers acting as principal for their own account, neither Fund will deal with affiliated persons, including CSFB (with respect to the Indonesia Fund) and NAM-U.S.A. (with respect to the Jakarta Fund) and their respective affiliates, in connection with such transactions. In selecting brokers or dealers to execute portfolio transactions on behalf of a Fund, each investment adviser seeks the best overall terms available and considers, among other things, the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, for the specific transaction and on a continuing basis. In addition, in selecting brokers or dealers to execute a particular transaction and in evaluating the best overall terms available, each investment adviser may consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) provided to a Fund and/or other accounts over which the adviser exercises investment discretion. CSAM's advisory fee is not reduced as a result of its receiving such brokerage and research services. The Board of Directors of the Jakarta Fund will from time to time consider the possibilities of seeking to recapture for the benefit of the Jakarta Fund brokerage commissions and other expenses of possible portfolio transactions by conducting portfolio transactions through affiliated entities. Each Fund's Board of Directors reviews periodically the commissions paid by the Funds to determine if the commissions paid over representative periods of time were reasonable in relation to the benefits inuring to the Funds. DIVIDEND REINVESTMENT AND CASH PURCHASE PLAN. The Indonesia Fund operates a Dividend Reinvestment and Cash Purchase Plan, the InvestLink-SM- Program, or the Program, sponsored and administered by Bank Boston, N.A. c/o EquiServe, L.P., pursuant to which Fund dividends and distributions, net of any applicable U.S. withholding tax, are reinvested in shares of the Fund. Bank Boston, N.A. c/o EquiServe, L.P, serves as the Program Administrator for the shareholders of the Indonesia Fund in administering the Program. The Jakarta Fund also operates a Dividend Reinvestment Plan, the Reinvestment Plan, pursuant to which the Plan Agent (on behalf of participating shareholders) reinvests dividends and distributions of shares of the Jakarta Fund. State Street Bank and Trust Company serves as the Plan Agent for the Jakarta Fund. A shareholder whose shares are held by a broker or nominee that does not provide a dividend reinvestment program may be required to have his shares registered in his own name to participate in the Program or the Reinvestment Plan, as the case may be. The receipt of 48 dividends and distributions in stock under the Program or the Reinvestment Plan will not relieve participants of any income tax (including withholding tax) that may be payable on such dividends or distributions. Certain distributions of cash attributable to (a) some of the dividends and interest amounts paid to the Funds and (b) certain capital gains earned by the Funds that are derived from securities of Indonesian issuers are subject to taxes payable by the Funds at the time amounts are remitted. Such taxes will be borne by the Funds and allocated to all shareholders in proportion to their interests in the Funds. THE INDONESIA FUND. An interested shareholder may join the Program at any time. Purchases of shares with funds from a participant's cash payment or automatic account deduction will begin on the next day on which funds are invested. If a participant selects the dividend reinvestment option, automatic investment of dividends generally will begin with the next dividend payable after the Program Administrator receives his enrollment form. Once in the Program, a person will remain a participant until he terminates his participation or sells all shares held in his Program account, or his account is terminated by the Program Administrator. A participant may change his investment options at any time by requesting a new enrollment form and returning it to the Program Administrator. If the Board of Directors of the Indonesia Fund declares an income dividend or a capital gains distribution payable either in the Fund's common stock or in cash, as shareholders may have elected, nonparticipants in the Program will receive cash and participants in the Program will receive shares of common stock of the Indonesia Fund purchased on the open market by the Program Administrator. The number of shares of common stock to be purchased for a participant depends on the amount of his dividends, cash payments or bank account or payroll deductions, less applicable fees and commissions, and the purchase price of the shares. Such purchases will be made by participating brokers as agent for the participants using normal cash settlement practices. All shares of common stock purchased through the Program will be allocated to participants as of the settlement date, which is usually three Business Days from the purchase date. In all cases, transaction processing will occur within 30 days of the receipt of funds, except where temporary curtailment or suspension of purchases is necessary to comply with applicable provisions of the Federal Securities laws or when unusual market conditions make prudent investment impracticable. In the event the Program Administrator is unable to purchase shares within 30 days of the receipt of funds, such funds will be returned to the participants. The average price of all shares purchased by the Program Administrator with all funds received during the time period from two business days preceding any investment date up to the second business day preceding the next investment date shall be the price per share allocable to a participant in connection with the shares purchased for his account with his funds or dividends received by the Program Administrator during such time period. The average price of all shares sold by the Program Administrator pursuant to sell orders received during such time period shall be the price per share allocable to a participant in connection with the shares sold for his account pursuant to his sell orders received by the Program Administrator during such time period. 49 A participant may withdraw all or a portion of the shares from his Program account by notifying the Program Administrator. After receipt of a participant's request, the Program Administrator will issue to such participant certificates for the whole shares of the Indonesia Fund so withdrawn or, if requested by the participant, sell the shares for him and send him the proceeds, less applicable brokerage commissions, fees, and transfer taxes, if any. If a participant withdraws all full and fractional shares in his Program account, his participation in the Program will be terminated by the Program Administrator. In no case will certificates for fractional shares be issued. The Program Administrator will convert any fractional shares held by a participant at the time of his withdrawal to cash. While the Program Administrator hopes to continue the Program indefinitely, the Program Administrator reserves the right to suspend or terminate the Program at any time. It also reserves the right to make modifications to the Program. Participants will be notified of any such suspension, termination or modification in accordance with the terms and conditions of the Program. The Program Administrator also reserves the right to terminate any participant's participation in the Program at any time. Any question of interpretation arising under the Program will be determined in good faith by the Program Administrator and any such good faith determination will be final. Participants in the Program also have the option of making additional cash payments, or bank account deductions, to the Program Administrator for the purchase of shares of common stock of the Fund, in any amount from $100 up to $100,000 annually. A participant will be assessed certain charges in connection with his participation in the Program. First-time investors will be subject to an initial service charge which will be deducted from their initial cash deposit. All optional cash deposit investments will be subject to a service charge. Sales processed through the Program will have a service fee deducted from the net proceeds, after brokerage commissions. In addition to these transaction charges, participants will be assessed per share processing fees which include brokerage commissions. Participants will not be charged any fee for reinvesting dividends. All correspondence concerning the Program should be directed to the Program Administrator at Bank Boston, N.A. c/o EquiServe, L.P, InvestLink Program, P.O. Box 8040, Boston, MA 02266-8040. THE JAKARTA FUND The Reinvestment Plan is available automatically for any holder of common stock with shares registered in his/her own name who wishes to purchase additional shares with income dividends or capital gains distributions received on shares owned, unless such shareholder elects to receive all dividends and capital gain distributions in cash, paid by check and mailed to the shareholder. The Jakarta Fund shares will be acquired by the Plan Agent for shareholders either through open market purchases if the Jakarta Fund is trading at a discount or through the issuance of authorized but unissued shares if the Jakarta Fund is trading at net asset value or a premium. If the market price of a share on the payable date of a dividend or distribution is at or above the Jakarta Fund's net asset value per share on such date, the number of shares to be issued by the Jakarta Fund to each shareholder receiving shares in lieu of cash dividends or distributions will be determined by dividing the amount of the cash dividends or distributions to which such shareholder would be entitled by the greater of the net asset value per share on such date or 95% of the market price of a share on such date. If the market price of a 50 share on such distribution date is below the net asset value per share, the number of shares to be issued to such shareholders will be determined by dividing such amount, less brokerage commission, by the per share market price. Purchases will be made by the Plan Agent from time to time on the BSE or elsewhere to satisfy dividend and distribution investment requirements under the Plan. Purchases will be suspended on any day when the closing price (or the mean between the closing bid and ask prices if there were no sales) of the shares on the BSE on the preceding trading day was higher than the net asset value per share. If on the dividend payable date, purchases by the Jakarta Fund are insufficient to satisfy dividend or distribution investments and on the last trading day immediately preceding the dividend payable date the closing price or the mean between the closing bid and ask prices of the shares is lower than or the same as the net asset value per share, the Plan Agent will continue to purchase shares until all investments by shareholders have been completed or the closing price or the mean between the bid and ask prices of the shares becomes higher than the net asset value, in which case the Jakarta Fund will issue the necessary additional shares from authorized but unissued shares. If on the last trading day immediately preceding the dividend payable date, the closing price or the mean between the bid and ask prices of the shares is higher than the net asset value per share and if the number of shares previously purchased on the BSE or elsewhere is insufficient to satisfy dividend investments, the Jakarta Fund will issue the necessary additional shares from authorized but unissued shares. There will be no brokerage charges with respect to shares issued directly by the Jakarta Fund to satisfy the dividend investment requirements. However, each participant will pay a pro rata share of brokerage commissions incurred with respect to the Jakarta Fund's open market purchases of shares. In each case, the cost per share of shares purchased for each shareholder's account will be the average cost, including brokerage commissions, of any shares purchased in the open market plus the cost of any shares issued by the Jakarta Fund. For the fiscal year ended March 31, 2000, the Jakarta Fund did not purchase any shares in the open market for dividend reinvestment purposes or issue any new shares. All correspondence concerning the Reinvestment Plan should be directed to the Plan Agent, State Street Bank and Trust Company, P.O. Box 8209, Boston, Massachusetts 02266-8209. CORPORATE GOVERNANCE PROVISIONS. Both Funds are Maryland corporations and in many respects have similar charter and by-law provisions. SPECIAL VOTING PROVISIONS AND REQUIREMENTS. The Articles of Incorporation and By-laws of each Fund contain provisions that could have the effect of limiting the ability of other entities or persons to acquire control of the Fund, to cause it to engage in certain transactions or to modify its structure. The Board of Directors of the Indonesia Fund is divided into three classes each having a term of three years. Each year, the term of one class expires and the successor or successors elected to such class will serve for a three-year term. This provision could delay for up to two years the replacement of a majority of the Board of Directors of the Indonesia Fund. The Jakarta Fund does not have a classified board. Conversion of the Indonesia Fund from a closed-end to an open-end investment company requires the affirmative vote of at least 75% of the Board of Directors and 75% of the 51 outstanding shares of the Indonesia Fund unless approved by at least 75% of the Continuing Directors (as defined below). If the conversion is approved by at least 75% of the Continuing Directors, the affirmative vote of the holders of at least 66 2/3% of the outstanding shares of the Indonesia Fund will be required to approve such conversion in addition to at least 75% of the Board of Directors. Conversion of the Jakarta Fund from a closed-end to an open-end investment company requires the favorable vote of the holders of at least 75% of the Fund's outstanding shares, unless the transaction is authorized by the affirmative vote of 66-2/3% of the Directors. In such a case, the affirmative vote of a majority of the Jakarta Fund's shares would be necessary to effectuate the conversion. Converting to an open-end investment company could restrict the ability of either Fund to redeem its shares otherwise than in kind due to the limited depth of the markets for certain securities in which the Funds may invest. As a result, there can be no assurance that the Funds could realize the then market value of the portfolio securities the Funds would be required to liquidate to meet redemption requests. The affirmative vote of at least 75% of the Directors and of the holders of at least 75% of the shares of the Indonesia Fund is required to authorize any of the following transactions: (i) merger, consolidation or share exchange of the Fund with or into any other person; (ii) issuance or transfer by the Fund (in one or a series of transactions in any 12-month period) of any securities of the Fund to any other person or entity for cash, securities or other property (or combination thereof) having an aggregate fair market value of $1,000,000 or more, excluding sales of securities of the Fund in connection with a public offering, issuances of securities of the Fund pursuant to a dividend reinvestment plan adopted by the Fund and issuances of securities of the Fund upon the exercise of any stock subscription rights distributed by the Fund; (iii) sale, lease, exchange, mortgage, pledge, transfer or other disposition by the Fund (in one or a series of transactions in any 12-month period) to or with any person of any assets of the Fund having an aggregate fair market value of $1,000,000 or more, except for portfolio transactions effected by the Fund in the ordinary course of its business (transactions within clauses (i) and (ii) and this clause (iii) each being known individually as a "Business Combination"); (iv) any proposal as to the voluntary liquidation or dissolution of the Fund or any amendment to the Fund's Articles of Incorporation to terminate its existence; and (v) any shareholder proposal as to specific investment decisions made or to be made with respect to the Fund's assets. With regard to the Indonesia Fund, in the case of a Business Combination or a voluntary liquidation proposal as described in clause (iv) above, a 75% shareholder vote will not be required if the transaction is approved by a vote of at least 75% of the Continuing Directors and by a vote of holders of 66 2/3% of the Fund's shares, or no shareholder vote if certain conditions regarding the consideration paid by the person entering into, or proposing to enter into, a Business Combination with the Fund and various other requirements are satisfied. 52 A "Continuing Director" is any member of the Board of Directors of the Indonesia Fund who: - is not a person or affiliate of a person (other than an investment company advised by the Fund's initial investment adviser or any of its affiliates) who enters or proposes to enter into a Business Combination with the Indonesia Fund (such person or affiliate, an "Interested Party"), and - who has been a member of the Board of Directors of the Indonesia Fund for a period of at least 12 months, or is a successor of a Continuing Director who is unaffiliated with an Interested Party and is recommended to succeed a Continuing Director by a majority of the Continuing Directors then on the Board of Directors of the Indonesia Fund. As permitted by the Maryland General Corporation Law ("MGCL"), the Jakarta Fund has elected to have certain statutory provisions which (absent an exemption) prohibit "business combinations" with "interested stockholders" (as such terms are defined in the MGCL) for a period five years from the date an "interested stockholder" becomes such and thereafter requires that any such "business combination" be approved by the affirmative vote of 80% of the Jakarta Fund's total outstanding voting stock and 66-2/3% of the total voting stock, excluding shares held by the "interested stockholder." The Board of Directors of the Jakarta Fund has resolved expressly to exempt the Merger from the application of MGCL's statutory provisions relating to "business combinations". In addition, the Articles of Incorporation of the Jakarta Fund require the favorable vote of the holders of at least 75% of the Jakarta Fund's shares, then entitled to be voted, to approve, adopt or authorize the following: (i) a merger or consolidation or statutory share exchange of the Fund with other corporations, (ii) a sale of all or substantially all of the Fund's assets (other than in the regular course of the Fund's investment activities), or (iii) a liquidation or dissolution of the Fund, unless such action has been approved, adopted or authorized by the affirmative vote of two-thirds of the total number of Directors fixed in accordance with the by-laws, in which case the affirmative vote of a majority of the Jakarta Fund's shares is required. The affirmative vote of 75% or more of the outstanding shares of the Jakarta Fund then entitled to vote is required to amend any or all of the foregoing provisions and certain other provisions contained in the Articles of Incorporation. The Indonesia Fund's By-laws contain provisions the effect of which is to prevent matters, including nominations of directors, from being considered at shareholders' meetings where the Fund has not received sufficient prior notice of the matters. The Jakarta Fund's By-Laws do not contain any similar provisions. 53 The provisions described above could have the effect of depriving shareholders of an opportunity to sell their shares at a premium over prevailing market prices by discouraging a third party from seeking to obtain control of either Fund in a tender offer or similar transaction. In the opinion of each Fund's Board of Directors, however, these provisions offer several possible advantages, including: - they may require persons seeking control of either Fund to negotiate with its management regarding the price to be paid for the shares required to obtain such control, - they promote continuity and stability, and - they enhance each Fund's ability to pursue long-term strategies that are consistent with its investment objectives. The Board of Directors of each Fund has determined that the foregoing voting requirements, which are generally greater than the minimum requirements under Maryland law and the Investment Company Act, are in the best interests of shareholders generally. REMOVAL OF DIRECTORS. Directors of the Indonesia Fund may be removed, with or without cause, while Directors of the Jakarta Fund may only be removed with cause, only by a vote of the holders of 75% of the shares of the respective Fund entitled to be voted on that matter. BY-LAWS. The Jakarta Fund's By-laws provide, among other things, that a special meeting of shareholders may be called on the written request of at least 25% of the holders of the outstanding shares of the Fund entitled to vote at that meeting to the extent permitted by Maryland law. The Indonesia Fund's By-laws provide, among other things, that: - a majority of the outstanding capital stock of such Fund is required to request a special meeting of shareholders, - certain advance notice requirements must be met in order for shareholders to submit proposals at annual meetings and for nominations by stockholders for election to the Board of Directors, and - the power to amend the By-laws is reserved to the Board of Directors, except as otherwise required by the Investment Company Act. The full text of the Indonesia Fund's Articles of Incorporation and By-Laws are on file with the SEC and these documents, as may be amended from time to time, will govern the Indonesia Fund after the Merger. INTEREST OF CERTAIN PERSONS. CSAM may be considered to have a financial interest in the Merger, arising from the fact that the amount of its management fee under the advisory agreement between CSAM and the Indonesia Fund will increase as the amount of the Indonesia Fund's assets increases, and the amount of those assets will increase by virtue of the Merger. 54 MANAGEMENT OF THE FUNDS DIRECTORS AND PRINCIPAL OFFICERS. The business and affairs of each Fund are managed under the direction of that Fund's Board of Directors, and the day to day operations are conducted through or under the direction of the officers of that Fund. Directors and Executive Officers of the Indonesia Fund are as follows:
NAME AND ADDRESS POSITION WITH THE FUND ---------------- ---------------------- Dr. Enrique R. Arzac(1)............ Director Columbia University Graduate School of Business New York, New York 10027 Richard H. Francis(1).............. Director 40 Grosvenor Road Short Hills, NJ 07078 Lawrence J. Fox(1)................. Director One Logan Square 18th & Cherry Streets Philadelphia, PA 19103 William W. Priest, Jr. ............ Chairman of the Board 466 Lexington Avenue 16th Floor New York, New York 10017 Robert B. Hrabchak................. Chief Investment Officer 466 Lexington Avenue 16th Floor New York, New York 10017 Raoul Rayos........................ Investment Officer 466 Lexington Avenue 16th Floor New York, New York 10017 Hal Liebes......................... Senior Vice President 466 Lexington Avenue 16th Floor New York, New York 10017
55
NAME AND ADDRESS POSITION WITH THE FUND ---------------- ---------------------- Michael A. Pignataro............... Chief Financial Officer and 466 Lexington Avenue Secretary 16th Floor New York, New York 10017
------------- (1) Indicates Non-interested Directors of the Indonesia Fund and members of its audit committee. All the directors and executive officers, as a group, of the Indonesia Fund, as of June 30, 2000, owned less than 1% of the outstanding shares of the Indonesia Fund. Dr. Enrique R. Arzac, 58, is a Professor of Finance and Economics at the Graduate School of Business, Columbia University (1971-present). Dr. Arzac is also a Director of ten other CSAM-advised investment companies, and he is a Director of The Adams Express Company and Petroleum and Resources Corporation. Richard H. Francis, 67, is currently retired. He was an Executive Vice President and Chief Financial Officer of Pan Am Corporation and Pan American World Airways, Inc. (1988-1991). Mr. Francis is also a Director of forty-six other CSAM-advised investment companies. Lawrence J. Fox, 56, is a Partner of Drinker Biddle & Reath (1976-present) and a former Managing Partner of Drinker Biddle & Reath (1992-1998). Mr. Fox is also a Director of two other CSAM-advised investment companies. William W. Priest, Jr., 58, has been Chairman and Managing Director of CSAM since May 2000. Prior to May 2000, Mr. Priest was Chairman, Chief Executive Officer and Executive Director of CSAM and Chairman-Management Committee of CSAM. He is a Director of fifty-six other CSAM-advised investment companies. Robert H. Hrabchak, 36, has been a Director of CSAM since January 1999. He was a Vice President of CSAM (6/97-1/99). Mr. Hrabchak was a Senior Portfolio Manager for Merrill Lynch Asset Management, Hong Kong (1/95-5/97), and an Associate with Salomon Brothers Inc. (4/93-1/95). Raoul H. Rayos, 34, has been a Vice President of CSAM since May 1999. He was a Senior Asian Equity Analyst with Merrill Lynch Asset Management (2/94-4/99). Hal Liebes, 36, has been a Managing Director and General Counsel of CSAM since December 1999. He was Director and General Counsel of CSAM (3/97-12/99). Mr. Liebes was Vice President and Counsel for Lehman Brothers, Inc. (6/96-3/97), Vice President and Legal 56 Counsel for CSAM (6/95-6/96) and Chief Compliance Officer for CS First Boston Investment Management (3/94-6/95). He is also an executive officer of other CSAM-advised investment companies. Michael A. Pignataro, 40, has been a Vice President of CSAM since December 1995. He was an Assistant Vice President and the Chief Administrative Officer for Investment Companies of CSAM (9/89 - 12/95). Mr. Pignataro is also an executive officer of other CSAM-advised investment companies. Directors and Executive Officers of the Jakarta Fund are as follows:
NAME AND ADDRESS POSITION WITH THE FUND ---------------- ---------------------- William G. Barker, Jr.(1) Director 111 Parsonage Road Greenwich, CT 06830 Nobuo Katayama (2) Director and President 180 Maiden Lane New York, NY 10038 Chor Weng Tan(1) Director 3 Park Avenue New York, NY 10016 Arthur R. Taylor(1) Director 2400 Chew Street Allentown, PA 18104 John F. Wallace(2) Director 17 Rhoda Street West Hempstead, NY 11552 Keisuke Haraguchi Vice President 180 Maiden Lane New York, NY 10038 David G. Stoeffel Vice President 180 Maiden Lane New York, NY 10038
(1) Member of Audit Committee and Nominating Committee of the Board of Directors. (2) "Interested Person" of the Jakarta Fund as defined in the Investment Company Act. 57
NAME AND ADDRESS POSITION WITH THE FUND ---------------- ---------------------- John J. Boretti Secretary and Treasurer 180 Maiden Lane New York, NY 10038
All of the directors and executive officers, as a group, of the Jakarta Fund, as of June 30, 2000, owned less than 1% of the outstanding shares of the Jakarta Fund. William G. Barker, Jr., 67, has been a consultant to the television industry since 1991. Nobuo Katayama, 53, has been President of the Jakarta Fund since 1999 and President and Director of NAM-U.S.A. since 1999. He was a Marketing Officer of NAM from 1997 to 1999 and a Director and Chief Portfolio Manager of NAM from 1993 to 1997. Chor Weng Tan, 64, is a Managing Director for Education, The American Society of Mechanical Engineering since 1991. He was a Director of Tround International, Inc. from 1984 to 1997. Arthur R. Taylor, 65, has been President of Muhlenberg College since 1992. He was Dean of the Faculty of Business of Fordham University from 1985 to 1992. He was Chairman of Arthur R. Taylor & Co. (investment firm) and Director of Louisiana Land & Exploration Company and Pitney Bowes, Inc. from 1982 to 1997. John F. Wallace, 72, was Vice President of the Jakarta Fund from 1997 to 2000 and Secretary and Treasurer of the Jakarta Fund from 1993 to 1997. He was Senior Vice President of NAM-U.S.A. from 1981 to 2000, Secretary from 1976 to 2000 and Treasurer from 1984 to 2000 and Director from 1986 to 2000. Keisuke Haruguchi, 50, has been Senior Vice President and Director of NAM-U.S.A. since 1999 and Senior Manager of NAM from 1997 to 1998. He was Manager of The Nomura Securities Co., Ltd. ("Nomura") from 1994 to 1996. David G. Stoeffel, 42, has been Senior Vice President of NAM-U.S.A. since 1999 and Vice President of NAM-U.S.A. since 1998. He was the Eastern Division Manager of Brinson Funds from 1997 to 1998 and the Northeast Region Funds Coordinator of Prudential Investments from 1994 to 1997. John J. Boretti, 48, has been Senior Vice President of NAM-U.S.A. since 1996 and Compliance Officer of NAM-U.S.A. since 1997. He was Vice President and Chief Financial Officer of Kidder Peabody Asset Management, Inc. and Kidder, Peabody Mutual Funds and Vice President of Kidder, Peabody & Co. Inc. from 1993 to 1995. The Indonesia Fund pays each of its directors who is not a director, officer, partner, co-partner or employee of CSAM or any affiliate thereof an annual retainer fee of $5,000 plus $500 for each Board of Directors meeting attended. In addition, the Indonesia Fund will reimburse those directors for travel and out-of-pocket expenses incurred in connection with Board of 58 Directors meetings. The aggregate remuneration paid to directors by the Indonesia Fund during fiscal year 1999 was $20,500. NAM-U.S.A. pays all compensation of all Directors of the Jakarta Fund who are affiliated with NAM-U.S.A. or any of its affiliates. The Jakarta Fund pays to each Director not affiliated with NAM-U.S.A. an annual retainer fee of $5,000 plus $500 per meeting attended, together with such Director's actual out-of-pocket expenses relating to the attendance at meetings. Such fees and expenses aggregated $33,283 for the fiscal year ended March 31, 2000. The Jakarta Fund has paid affiliated Directors' out-of-pocket expenses in connection with attendance at meetings of the Board of Directors; such expenses aggregated $273 for the fiscal year ended March 31, 2000. The Articles of Incorporation and By-laws of each Fund provide that the Funds will indemnify directors and officers and may indemnify employees or agents of the Fund against liabilities and expenses incurred in connection with litigation in which they may be involved because of their positions with the Fund to the fullest extent permitted by law. In addition, each Fund's Articles of Incorporation provide that the Fund's directors and officers will not be liable to shareholders for money damages, except in limited instances. Each of the Non-interested Directors of the Indonesia Fund is also party to an Indemnification Agreement with the Fund providing for contractual rights of indemnity and advancement of expenses. However, nothing in the Articles of Incorporation, the By-laws or the Indemnification Agreement of the Indonesia Fund protects or indemnifies a director, officer, employee or agent against any liability to which such person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person's office. Insurance obtained by either Fund shall not protect or purport to protect officers or directors or the investment adviser of that Fund against any liability to the Fund or its shareholders to which they would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of their obligations and duties. INVESTMENT MANAGERS. CSAM, located at 466 Lexington Avenue, 16th Floor, New York, New York 10017, is the investment manager to the Indonesia Fund pursuant to an investment advisory agreement. NAM-U.S.A., located at 180 Maiden Lane, New York, New York 10038, is the investment manager to the Jakarta Fund pursuant to an investment management agreement. NAM-U.S.A. has retained NAM to act as the Jakarta Fund's investment adviser, and NAM, in turn, has retained NAM-Singapore to act as the Jakarta Fund's sub-adviser. The address of NAM-U.S.A. is 180 Maiden Lane, New York, New York 10038-4936. The address of NAM is 1-14, 2-chome, Nihonbashi, Chuo-ku, Toyko 103-8260, Japan. The address of NAM-Singapore is 6 Battery Road 40-02, Singapore 049909. INFORMATION CONCERNING CSAM. CSAM is an indirect wholly-owned U.S. subsidiary of Credit Suisse Group. Credit Suisse Group is a global financial services company which provides a comprehensive range of banking and insurance products. As of December 31, 1999, Credit Suisse Group, through its institutional asset management and mutual fund division, had approximately $203 billion of global assets under management. The principal business address of Credit Suisse Group is Paradeplatz 8, CH 8070, Zurich, Switzerland. 59 CSAM is a diversified asset manager, handling global equity, balanced, fixed income and derivative securities accounts for private individuals, as well as corporate pension and profit-sharing plans, state pension funds, union funds, endowments and other charitable institutions. As of August 31, 2000, CSAM-Americas managed approximately $71.3 billion in assets. CSAM is registered as an investment adviser under the Investment Advisers Act of 1940, or the Advisers Act. CSAM has sole investment discretion for the Indonesia Fund's assets under the supervision of the Fund's Board of Directors and in accordance with the Fund's stated policies. CSAM will select investments for the Fund and will place purchase and sale orders on behalf of the Fund. For information about the Fund's investment advisory fees, including amounts paid for the year ended December 31, 1999, see "Synopsis--Fees and Expenses--The Indonesia Fund". CSAM's executive officers and directors are as follows: William W. Priest, Jr., Richard W. Watt, Hal Liebes (Mr. Priest is a Director and Mr. Liebes is Senior Vice President of the Indonesia Fund), James P. McCaughan, Laurence R. Smith, Elizabeth B. Dater, Eugene L. Podsiadlo, Sheila N. Scott, Timothy T. Taussig, Robert D. Birnbaum, Susan Black, Steven D. Bleiberg, Jo Ann Corkran, Alain G. De Coster, Gregg M. Diliberto, Paul N. Edwards, Harold W. Ehrlich, Kyle F. Frey, Jeffrey A. Geller, Robert S. Janis, Kevin K. Keady, Scott T. Lewis, Richard J. Lindquist, Brady T. Lipp, Stephen J. Lurito, Lynn S. Martin, Jack Morgenstern, Maryanne S. Mullarkey, Terry S. Newman, Sharon B. Parente, Roger Reinlieb, Eric N. Remole, Donald C. Schultheis, Harold E. Sharon, Eugene J. Siembieda, Mark K. Silverstein, Barbara A. Tarmy and Donna M. Vandenbulcke. In addition, Robert H. Hrabchak, the Indonesia Fund's Chief Investment Officer, Raoul Rayos, the Indonesia Fund's Investment Officer, Michael A. Pignataro, the Indonesia Fund's Chief Financial Officer and Secretary, Rocco A. Del Guercio, a Vice President of the Indonesia Fund, and Robert M. Rizza, the Indonesia Fund's Treasurer, are also employees of CSAM. INFORMATION CONCERNING NAM-U.S.A. NAM-U.S.A. has served as the management company for the Jakarta Fund since the Fund commenced operations in 1990. NAM-U.S.A. provides management and administrative services, including administering shareholder accounts and handling shareholder relations, to the Jakarta Fund. NAM-U.S.A. is a wholly-owned subsidiary of NAM and NAM is a subsidiary of Nomura. NAM-U.S.A. provides global investment advisory services, primarily with respect to Japanese and other Pacific Basin securities, for U.S. institutional clients. NAM-U.S.A. acts as one of the investment advisors to five other investment companies, three of which are U.S. registered investment companies. The following table sets forth the name, title and principal occupations of the principal executive officer and each director of NAM-U.S.A. at June 30, 2000. 60
NAME* TITLE WITH NAM-U.S.A. PRESENT PRINCIPAL OCCUPATION Nobuo Katayama Director and President Director and President of NAM-U.S.A. Marti G. Subrahmanyam Director Professor of Finance and Economics, New York University, Leonard N. Stern School of Business Administration Keisuke Haruguchi Director, Senior Vice President and Director, Senior Vice President of Treasurer NAM-U.S.A. John J. Boretti Senior Vice President and Compliance Senior Vice President and Compliance Officer Officer of NAM-U.S.A. Michael A. Morrongiello Senior Vice President Senior Vice President of NAM-U.S.A. Kenneth L. Munt Senior Vice President Senior Vice President and Secretary and Secretary of NAM-U.S.A. David G. Stoeffel Senior Vice President Senior Vice President of NAM-U.S.A. - ----------- *The address of Messrs. Katayama, Haruguchi, Boretti, Morrongiello, Munt and Stoeffel is 180 Maiden Lane, New York, New York 10038. The address of Mr. Subrahmanyam is the New York University, Leonard N. Stern School of Business Administration, Henry Kaufman Management Center, 44 West Fourth Street, New York, New York 10012.
Under the management agreement between the Jakarta Fund and NAM-U.S.A., NAM-U.S.A. agrees to provide, or arrange for the provision of, investment advisory and management services to the Fund, subject to the oversight and supervision of the Board of Directors of the Fund. In addition to the management of the Jakarta Fund's portfolio in accordance with the Fund's investment policies and the responsibility for making decisions to buy, sell or hold particular securities, NAM-U.S.A. is obligated to perform, or arrange for the performance of, the administrative and management services necessary for the operation of the Fund. NAM-U.S.A. is also obligated to provide all the office space, facilities, equipment and personnel necessary to perform its duties thereunder. Pursuant to such agreement, NAM-U.S.A. is authorized to retain NAM to act as an investment advisor for the Fund. INFORMATION CONCERNING NAM. NAM, the parent company of NAM-U.S.A., has served as the investment advisor for the Jakarta Fund since the Fund commenced operations in 1990. NAM is a subsidiary of Nomura, which is the largest securities company is Japan. NAM provides economic research, securities analysis and investment recommendations to the Jakarta Fund. NAM provides investment advisory services for Japanese and international clients. In addition to the Jakarta Fund, NAM acts as an investment advisor with respect to the following registered investment companies: Japan OTC Equity Fund, Inc., Korea Equity Fund, Inc., and Nomura Pacific Basin Fund, Inc. 61 The following table sets forth the name, title and principal occupation of the principal executive officers of NAM at June 30, 2000.
NAME* TITLE WITH NAM PRESENT PRINCIPAL OCCUPATION - ----- -------------- ---------------------------- Akira Kiyokawa President and CEO President and CEO of NAM. Atsushi Kinebuchi Executive Vice President Executive Vice President of NAM Takanori Tanabe Director and Principal Executive Officer Director and Principal Executive Officer of NAM Hisaaki Hino Director and Principal Executive Officer Director and Principal Executive Officer of NAM Akio Nakaniwa Director and Senior Executive Officer Director and Senior Executive Officer of NAM Takanori Shimiziu Director and Senior Executive Officer Director and Senior Executive Officer of NAM Masato Tanaka Director and Senior Executive Officer Director and Senior Executive Officer of NAM Haruo Miyako Senior Executive Officer Senior Executive Officer of NAM Takahide Mizuno Senior Executive Officer Senior Executive Officer of NAM Yukio Suzuki Senior Executive Officer Senior Executive Officer of NAM Yasunobu Watase Senior Executive Officer Senior Executive officer of NAM Shigeru Fujinuma Executive Officer Executive Officer of NAM Takashi Harino Executive Officer Executive Officer of NAM Masami Kitaoka Executive Officer Executive Officer of NAM Norio Kinoshita Executive Officer Executive Officer of NAM Takahisa Matsura Executive Officer Executive Officer of NAM Mitsunori Minamio Executive Officer Executive Officer of NAM Yuji Miyachi Executive Officer Executive Officer of NAM Hirokatsu Ogawa Executive Officer Executive Officer of NAM Toshiki Sada Executive Officer Executive Officer of NAM Hideyuki Suzuki Executive Officer Executive Officer of NAM Kazuhiro Yamashita Executive Officer Executive Officer of NAM
- ----------------- *The address of the principal executive officer and each director is 1-14, 2-chome, Nihonbashi, Chuo-ku, Tokyo 103-8260, Japan. 62 NAM-Singapore, an affiliate of NAM-U.S.A., has served as the investment sub-adviser for the Fund since November 1996. NAM-Singapore is a subsidiary of NAM. NAM-Singapore provides economic research, securities analysis and investment recommendations to the Fund. INFORMATION CONCERNING NAM-SINGAPORE. NAM-Singapore, an affiliate of NAM-U.S.A., has served as the investment sub-adviser for the Jakarta Fund since November 1996. NAM-Singapore is a subsidiary of NAM. NAM-Singapore provides economic research, securities analysis and investment recommendations to the Jakarta Fund. NAM-Singapore provides investment advisory services for Japanese and international clients. In addition to the Jakarta Fund, NAM-Singapore acts as an investment advisor to Nomura Pacific Basin Fund, Inc. (a registered investment company). The following table sets forth the name, title and principal occupation of the principal executive officers of NAM-Singapore at June 30, 2000.
NAME* TITLE WITH NAM-SINGAPORE PRESENT PRINCIPAL OCCUPATION - ---- ------------------------ ---------------------------- Yoshimitsu Matsuki Managing Director Managing Director of NAM-Singapore Hirokazu Maki Director Director of NAM-Singapore
- ----------------- *The address of the principal executive officer and each director is 6 Battery Road, 40-02 Singapore 049909. PORTFOLIO MANAGEMENT. Robert H. Hrabchak, who is a Director of CSAM is primarily responsible for management of the Indonesia Fund's assets. Mr. Hrabchak is assisted by Raoul Rayos who is a Vice President of CSAM. Nobuo Katayama is responsible for management of the Jakarta Fund's assets. ADMINISTRATOR. Bear Stearns Funds Management Inc. serves as the Indonesia Fund's administrator pursuant to an administrative agreement with the Fund. BSFM is located at 575 Lexington Avenue, New York, New York 10022. For information about fees paid to BSFM, see "Synopsis--Fees and Expenses--The Indonesia Fund." BSFM provides office facilities and personnel adequate to perform the following services for the Indonesia Fund: - oversight of the determination and publication of the Indonesia Fund's net asset value in accordance with the Fund's policy as adopted from time to time by the Board of Directors, - maintenance of the books and records of the Indonesia Fund as required under the Investment Company Act, - preparation of the Indonesia Fund's U.S. federal, state and local income tax returns, - preparation of financial information for the Indonesia Fund's proxy statements and semiannual and annual reports to shareholders, and 63 - preparation of certain of the Indonesia Fund's reports to the SEC. As of September 30, 2000, BSFM provided accounting and/or administrative services for [29] investment companies and investment partnerships, with combined total assets of approximately $5.4 billion. The Indonesia Fund has also retained CSAM to provide certain administrative and shareholder services to the Fund that are not provided by BSFM, subject to the supervision and direction of the Board of Directors of the Fund pursuant to an administrative services agreement with CSAM. These services include: - furnishing certain internal executive and administrative services, responding to shareholder inquiries, - acting as liaison between the Indonesia Fund and its various service providers, - furnishing corporate secretarial services, which include assisting in the preparation of materials for meetings of the Board of Directors, - coordinating the preparation of proxy statements, reports to shareholders and filings with state blue sky authorities, - assisting in the preparation of tax returns, and - generally assisting in monitoring and developing compliance procedures for the Indonesia Fund. CSAM is reimbursed by the Indonesia Fund for costs incurred on behalf of the Fund (up to $20,000 per annum). Costs incurred on behalf of two or more funds for which CSAM provides administrative and shareholder services are apportioned among such funds according to their respective net asset values. The Indonesia Fund also reimburses CSAM for any out-of-pocket expenses in providing these services to the Fund, including postage, telephone and other telecommunications charges and duplicating costs. For information regarding fees paid to CSAM for administrative services for the year ended December 31, 1999, see "Synopsis--Fees and Expenses--The Indonesia Fund". ESTIMATED EXPENSES. Except as otherwise provided in the various services agreements, CSAM, BSFM and NAM-U.S.A. are each obligated to pay expenses associated with providing the services contemplated by the agreements to which they are parties, including compensation of and office space for their respective officers and employees connected with investment and economic research, trading and investment management and administration of each Fund, as well as the fees of all directors of each Fund who are affiliated with those companies or any of their affiliates. Each Fund pays all other expenses incurred in the operation of that Fund including, among other things: - expenses for legal and independent accountants' services, 64 - costs of printing proxies, stock certificates and shareholder reports, - charges of the custodians, any sub-custodians and the transfer and dividend-paying agent's expenses in connection with the Fund's Dividend Reinvestment and Cash Purchase Plan, - U.S. SEC fees and fees of Indonesian regulatory bodies, - fees and expenses of unaffiliated directors, - accounting and pricing costs, - membership fees in trade associations, - fidelity bond coverage for the Fund's officers and employees, - directors' and officers' errors and omissions insurance coverage, - interest, - brokerage costs and stock exchange fees, - taxes, - stock exchange listing fees and expenses, - expenses of qualifying the Fund's shares for sale in various states and foreign jurisdictions, - litigation, and - other extraordinary or non-recurring expenses and other expenses properly payable by the Fund. PORTFOLIO MANAGERS. If the Merger is consummated, it is anticipated that Robert H. Hrabchak will continue as the Chief Investment Officer of the Indonesia Fund. For more information regarding Mr. Hrabchak, see "--Directors and Principal Officers." CUSTODIAN. Brown Brothers Harriman & Co., 40 Water Street, Boston, MA 02109, is the custodian for both Funds' U.S. and foreign assets. TRANSFER AGENT AND REGISTRAR. BankBoston, N.A. c/o EquiServe, L.P., P.O. Box 1865, Mail Stop 450262, Boston, MA 02105 acts as the transfer agent and registrar of the Indonesia Fund. State Street Bank and Trust Company, P.O. Box 8209, Boston, Massachusetts 02266-8209, acts as dividend paying agent, transfer agent and registrar for the Jakarta Fund. PROXY SOLICITOR. Each Fund has retained Shareholder Communications Corporation, or SCC, a proxy solicitation firm, to assist the Funds in soliciting proxies from shareholders. SCC 65 will contact individual shareholders of record, beneficial owners and banks, brokers and other nominee shareholders. In return for its services, SCC is entitled to receive $5,000 and reimbursements for its reasonable expenses. CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES. The following table shows certain information based on filings made with the SEC concerning persons who may be deemed beneficial owners of 5% or more of the shares of common stock of either Fund because they possessed or shared voting or investment power with respect to the shares of that Fund:
NUMBER OF SHARES BENEFICIALLY PERCENT FUND NAME AND ADDRESS OWNED OF SHARES - ---- ---------------- ----- --------- Jakarta Fund Sarasin Asset Management 468,354 9.3% Sarasin House 37-39 St. Andrew's Hill London, England EC4V500 Allied Dunbar Assurance plc 265,800 5.3% Allied Dunbar Centre Swindon, England SN1 1EZ and Treadneedle Investment Managers Limited 60 St. Mary Axe London, England EC3A 8JQ
66 EXPERTS Each Fund has selected PricewaterhouseCoopers LLP, located at Two Commerce Square, Suite 1700, 2001 Market Street, Philadelphia, PA 19103 (with respect to the Indonesia Fund) and located at 1177 Avenue of the Americas, New York, New York 10036-2798 (with respect to the Jakarta Fund), as its independent accountants who will audit its financial statements. REQUIRED VOTE The Merger has been approved by 75% of the Continuing Directors of the Indonesia Fund. Accordingly, under the Articles of Incorporation of the Indonesia Fund, approval of the Merger requires the affirmative vote of the holders of at least 66 2/3% of the outstanding shares of common stock of the Fund. The Merger has been approved by the affirmative vote of 66 2/3% of the total number of Directors of the Jakarta Fund. Accordingly, under the Articles of Incorporation of the Jakarta Fund, approval of the Merger requires the affirmative vote of a majority of the Jakarta Fund's shares. Subject to such approval, the Merger is currently scheduled to be consummated on or about December __, 2000, but may be postponed by mutual agreement of the Funds. The Board of Directors of each Fund recommends that the shareholders of each Fund vote in favor of this Proposal. LEGAL PROCEEDINGS There are currently no material legal proceedings to which the Funds are a party. LEGAL OPINIONS Certain legal matters in connection with the Merger will be passed upon for the Indonesia Fund by Willkie Farr & Gallagher and for the Jakarta Fund by Brown & Wood LLP. As to certain matters of Maryland law, Willkie Farr & Gallagher will rely on the opinion of Venable, Baetjer and Howard, LLP. ADDITIONAL INFORMATION The Proxy Statement/Prospectus does not contain all of the information set forth in the registration statements and the exhibits relating thereto which the Funds have filed with the Commission, under the SEC and the Investment Company Act, to which reference is hereby made. The Funds are subject to the informational requirements of the Securities Exchange Act and in accordance therewith, file reports and other information with the SEC. Reports, proxy statements, registration statements and other information filed by the Funds can be inspected and copied at the public reference facilities of the SEC in Washington, D.C. and at the New York Regional Office of the SEC at Seven World Trade Center, New York, New York 10048. Copies of such materials also can be obtained by mail from the Public Reference Branch, Office of Consumer Affairs and Information Services, Securities and Exchange Commission, Washington, D.C. 20549, at prescribed rates, or without charge from the Commission at publicinfo@sec.gov. 67 PROPOSALS OF SHAREHOLDERS. A shareholder desiring to submit a proposal for inclusion in either Fund's proxy material for a shareholder meeting subsequent to the special meeting, if any, must be a record or beneficial owner of at least 1% of the outstanding shares of common stock of that Fund or shares of that Fund with a market value of $2,000 entitled to be voted at the meeting and must have held such shares for at least one year. Further, the shareholder must continue to hold such shares through the date on which the meeting is held. Documentary support regarding the foregoing must be provided along with the proposal. There are additional requirements regarding proposals of the shareholders, and a shareholder contemplating submission of a proposal is referred to Rule 14a-8 promulgated under the Securities Exchange Act. Shareholders who meet the above conditions and desire to submit a written proposal to the next annual meeting of shareholders, should send their written proposals to the Indonesia Fund c/o Credit Suisse Asset Management, LLC, 466 Lexington Avenue, 16th Floor, New York, New York 10017, or to the Jakarta Fund c/o Nomura Asset Management U.S.A. Inc., 180 Maiden Lane, New York, New York 10038-4936, by February 16, 2001 (with respect to the Indonesia Fund) and by March 2, 2001 (with respect to the Jakarta Fund). The timely submission of a proposal does not guarantee its inclusion in either Fund's proxy materials. OTHER MATTERS TO COME BEFORE THE MEETING. The Board of Directors of each Fund is not aware of any matters that will be presented for action at the Meeting other than the matters set forth herein. Should any other matters requiring a vote of shareholders arise, the proxy in the accompanying form will confer upon the person or persons entitled to vote the shares represented by such proxy the discretionary authority to vote the shares as to any such other matters in their discretion in the interest of the respective Fund. PLEASE COMPLETE, SIGN AND RETURN THE ENCLOSED PROXY CARD(S) PROMPTLY. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES. By order of the Board of Directors of The Indonesia Fund, Inc. Michael A. Pignataro Chief Financial Officer and Secretary, The Indonesia Fund, Inc. By order of the Board of Directors of Jakarta Growth Fund, Inc. John J. Boretti Secretary 68 EXHIBIT A FORM OF MERGER AGREEMENT AND PLAN OF REORGANIZATION MERGER AGREEMENT AND PLAN OF REORGANIZATION BETWEEN JAKARTA GROWTH FUND, INC. AND THE INDONESIA FUND, INC. DATED AS OF __________, 2000 TABLE OF CONTENTS
1. DEFINITIONS..................................................................................1 2. BASIC TRANSACTION............................................................................1 2.1. The Merger..........................................................................1 2.2. Actions at Closing..................................................................2 2.3. Effect of Merger....................................................................2 3. REPRESENTATIONS AND WARRANTIES OF JAKARTA GROWTH FUND, INC...................................2 3.1. Organization........................................................................2 3.2. Registrations and Qualifications....................................................2 3.3. Regulatory Consents and Approvals...................................................2 3.4. Noncontravention....................................................................3 3.5. Financial Statements................................................................3 3.6. Annual Report.......................................................................3 3.7. Qualification, Corporate Power, Authorization of Transaction........................3 3.8. Legal Compliance....................................................................3 3.9. Material Contracts..................................................................3 3.10. Undisclosed Liabilities.............................................................4 3.11. Tax Filings.........................................................................4 3.12. Qualification under Subchapter M....................................................4 3.13. Form N-14...........................................................................4 3.14. Capitalization......................................................................5 3.15. Books and Records...................................................................5 3.16. No Finder's Fees....................................................................5 4. REPRESENTATIONS AND WARRANTIES OF THE INDONESIA FUND, INC....................................5 i 4.1. Organization........................................................................5 4.2. Registrations and Qualifications....................................................5 4.3. Regulatory Consents and Approvals...................................................6 4.4. Noncontravention....................................................................6 4.5. Financial Statements................................................................6 4.6. Annual Report.......................................................................6 4.7. Qualification, Corporate Power, Authorization of Transaction........................6 4.8. Legal Compliance....................................................................7 4.9. Material Contracts..................................................................7 4.10. Undisclosed Liabilities.............................................................7 4.11. Tax Filings.........................................................................7 4.12. Qualification under Subchapter M....................................................7 4.13. Form N-14...........................................................................8 4.14. Capitalization......................................................................8 4.15. No Finder's Fees....................................................................8 4.16. Books and Records...................................................................8 4.17. NYSE Continued Listing..............................................................8 5. CONVERSION TO INDONESIA FUND, INC. COMMON STOCK..............................................8 5.1. Conversion..........................................................................8 5.2. Computation of Net Asset Value......................................................9 5.3. Issuance of The Indonesia Fund, Inc. Common Stock...................................9 5.4. Exchange of Certificates Representing The Jakarta Growth Fund, Inc. Common Stock....9 6. COVENANTS OF THE PARTIES....................................................................11 6.1. Shareholders' Meetings.............................................................11 ii 6.2. Operations in the Normal Course....................................................11 6.3. Articles of Merger.................................................................12 6.4. Regulatory Filings.................................................................12 6.5. Preservation of Assets.............................................................12 6.6. Tax Matters........................................................................12 6.7. Shareholder List...................................................................13 6.8. Termination of Registration as an Investment Company...............................13 6.9. Indemnification....................................................................13 6.10 Applicability of Maryland Business Corporation Act.................................14 7. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE INDONESIA FUND, INC..............................14 7.1. Approval of Merger; NYSE Listing; Appraisal Rights.................................14 7.2. Certificates and Statements by the Jakarta Growth Fund, Inc........................15 7.3. Absence of Litigation..............................................................15 7.4. Legal Opinions.....................................................................15 7.5. Auditor's Consent and Certification................................................17 7.6. Liabilities........................................................................18 7.7. Effectiveness of N-14 Registration Statement.......................................18 7.8. Regulatory Filings.................................................................18 7.9. Administrative Rulings, Proceedings................................................18 7.10. Dividends..........................................................................18 7.11. Custodian's Certificate............................................................18 7.12. Books and Records..................................................................18 8. CONDITIONS PRECEDENT TO THE OBLIGATIONS OF JAKARTA GROWTH FUND, INC.........................19 8.1. Approval of Merger.................................................................19 8.2. Certificates and Statements by the Indonesia Fund, Inc.............................19 iii 8.3. Absence of Litigation..............................................................20 8.4. Legal Opinions.....................................................................20 8.5. Auditor's Consent and Certification................................................22 8.6. Effectiveness of N-14 Registration Statement.......................................22 8.7. Regulatory Filings.................................................................22 8.8. Satisfaction of the Jakarta Growth Fund, Inc.......................................23 8.9. Dividends..........................................................................23 9. PAYMENT OF EXPENSES.........................................................................23 9.1. Allocation.........................................................................23 10. COOPERATION FOLLOWING EFFECTIVE DATE........................................................23 11. INDEMNIFICATION.............................................................................24 11.1. Jakarta Growth Fund, Inc...........................................................24 11.2. The Indonesia Fund, Inc............................................................24 12. TERMINATION, POSTPONEMENT AND WAIVERS.......................................................24 12.1. Termination........................................................................24 12.2. Waiver.............................................................................25 12.3. Expiration of Representations and Warranties.......................................25 13. MISCELLANEOUS...............................................................................26 13.1. Transfer Restriction...............................................................26 13.2. Material Provisions................................................................26 13.3. Notices............................................................................26 13.4. Amendments.........................................................................27 13.5. Headings...........................................................................27 13.6. Counterparts.......................................................................27 13.7. Enforceability.....................................................................28 iv 13.8. Successors and Assigns.............................................................28 13.9. Governing Law......................................................................28
v THIS MERGER AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is made as of this _______ day of _________, 2000, between Jakarta Growth Fund, Inc. (the "Target Fund" or the "Jakarta Fund"), a Maryland corporation and a registered investment company under the Investment Company Act of 1940, as amended (the "1940 Act"), and The Indonesia Fund, Inc. (the "Acquiring Fund" or the "Indonesia Fund" and, together with the Target Fund, the "Parties"), a Maryland corporation and a registered investment company under the 1940 Act. WHEREAS, this agreement contemplates a tax-free merger transaction which qualifies for federal income tax purposes as a reorganization within the meaning of Section 368(a)(1)(A) of the Internal Revenue Code of 1986, as amended (the "Code"). NOW, THEREFORE, in consideration of the covenants and agreements hereinafter set forth, the Parties hereto agree as follows: 1. DEFINITIONS Certain capitalized terms used in this Agreement are specifically defined herein. 2. BASIC TRANSACTION 2.1. THE MERGER. On and subject to the terms and conditions of this Agreement, the Target Fund will merge with and into the Acquiring Fund (the "Merger") at the Effective Date (as defined in Section 2.3 below) in accordance with the Maryland General Corporation Law ("MGCL"). The Indonesia Fund shall be the surviving investment company. The Jakarta Fund shall cease to exist as a separate investment company. Each share of Common Stock, par value $0.10 per share, of the Jakarta Fund will be converted into an equivalent dollar amount (to the nearest one ten-thousandth of one cent) of full shares (and the right to receive cash in lieu of fractional shares) of Common Stock, par value $0.001 per share, of the Indonesia Fund based on the net asset value per share of each of the Parties at 4:00 p.m. Eastern Time on the Business Day prior to the Effective Date (the "Valuation Time"). No fractional shares of the Indonesia Fund will be issued to Jakarta Fund shareholders. In lieu thereof, the Indonesia Fund will purchase all fractional shares at their current net asset value for the account of all holders of fractional interests, and each such holder will receive such holder's pro rata share of the proceeds of such purchase. Any objecting shareholder of the Jakarta Fund will have the rights of objecting shareholders in accordance with Title 3, Subtitle 2 of the Maryland General Corporation Law. The Effective Date and the Business Day prior to it must each be a day on which the New York Stock Exchange (the "NYSE") is open for trading (a "Business Day"). From and after the Effective Date, the Acquiring Fund shall possess all of the properties, assets, rights, privileges, and powers and shall be subject to all of the restrictions, liabilities, obligations, disabilities and duties of the Jakarta Fund, all as provided under Maryland law. The parties intend that the Merger qualify as a reorganization under Section 368(a)(1)(A) of the Code. 1 2.2. ACTIONS AT CLOSING. At the closing of the transactions contemplated by this Agreement (the "Closing") on the date thereof (the "Closing Date"), (i) the Jakarta Fund will deliver to the Indonesia Fund the various certificates and documents referred to in Article 7 below, (ii) the Indonesia Fund will deliver to the Jakarta Fund the various certificates and documents referred to in Article 8 below, and (iii) the Jakarta Fund and the Indonesia Fund will file jointly with the State Department of Assessments and Taxation of Maryland (the "Department") articles of merger (the "Articles of Merger") and make all other filings or recordings required by Maryland law in connection with the Merger. 2.3. EFFECT OF MERGER. Subject to the requisite approvals of the shareholders of the Parties, and to the other terms and conditions described herein, the Merger shall become effective at such time as the Articles of Merger are accepted for record by the Department or at such later time as is specified in the Articles of Merger (the "Effective Date") and the separate corporate existence of the Jakarta Fund shall cease. As promptly as practicable after the Merger, the Jakarta Fund's registration under the 1940 Act shall be terminated. Any reporting responsibility of the Jakarta Fund is, and shall remain, the responsibility of the Jakarta Fund up to and including the Effective Date. 3. REPRESENTATIONS AND WARRANTIES OF JAKARTA GROWTH FUND, INC. The Jakarta Fund represents and warrants to the Indonesia Fund that the statements contained in this Article 3 are correct and complete in all material respects as of the execution of this Agreement on the date hereof. The Jakarta Fund represents and warrants to, and agrees with, the Indonesia Fund that: 3.1. ORGANIZATION. The Jakarta Fund is a corporation duly organized and validly existing under the laws of the State of Maryland and is in good standing with the Department, and has the requisite corporate power to own all of its assets and to carry on its business as it is now being conducted and to carry out this Agreement. 3.2. REGISTRATIONS AND QUALIFICATIONS. The Jakarta Fund is duly registered under the 1940 Act as a closed-end, non-diversified management investment company (File No. 811-06035), and such registration has not been revoked or rescinded and is in full force and effect. The Jakarta Fund has elected and qualified for the special tax treatment afforded regulated investment companies ("RICs") under Sections 851-855 of the Code at all times since its inception and intends to continue to so qualify for its taxable year ending upon the Merger. The Jakarta Fund is qualified as a foreign corporation in every jurisdiction where required, except to the extent that failure to so qualify would not have a material adverse effect on the Jakarta Fund. 3.3. REGULATORY CONSENTS AND APPROVALS. No consent, approval, authorization, or order of any court or governmental authority is required for the consummation by the Jakarta Fund of the transactions contemplated herein, except (i) such as have been obtained or applied for under the Securities Act of 1933, as amended (the "1933 Act"), the Securities Exchange Act of 1934 (the "1934 Act") and the 1940 Act, (ii) such as may be required by state securities laws and (iii) such as may be required under Maryland law for the acceptance for record of the Articles of Merger by the Department. 2 3.4. NONCONTRAVENTION. The Jakarta Fund is not, and the execution, delivery and performance of this Agreement by the Jakarta Fund will not result, in any violation of the laws of the State of Maryland or of the Articles of Incorporation or the Bylaws of the Jakarta Fund, or of any material agreement, indenture, instrument, contract, lease or other undertaking to which the Jakarta Fund is a party or by which it is bound, and the execution, delivery and performance of this Agreement by the Jakarta Fund will not result in the acceleration of any obligation, or the imposition of any penalty, under any agreement, indenture, instrument, contract, lease, judgment or decree to which the Jakarta Fund is a party or by which it is bound. 3.5. FINANCIAL STATEMENTS. The Indonesia Fund has been furnished with a statement of assets, liabilities and capital and a schedule of investments of the Jakarta Fund, each as of March 31, 2000, said financial statements having been examined by PricewaterhouseCoopers LLP, independent public accountants. These financial statements are in accordance with generally accepted accounting principles applied on a consistent basis ("GAAP") and present fairly, in all material respects, the financial position of the Jakarta Fund as of such date in accordance with GAAP, and there are no known contingent liabilities of the Jakarta Fund required to be reflected on a balance sheet (including the notes thereto) in accordance with GAAP as of such date not disclosed therein. 3.6. ANNUAL REPORT. The Indonesia Fund has been furnished with the Jakarta Fund's Annual Report to Shareholders for the fiscal year ended March 31, 2000. 3.7. QUALIFICATION, CORPORATE POWER, AUTHORIZATION OF TRANSACTION. The Jakarta Fund has full corporate power and authority to enter into and perform its obligations under this Agreement. The execution, delivery and performance of this Agreement has been duly authorized by all necessary action of its Board of Directors, including at least 2/3 of the total number of directors in accordance with its Bylaws, pursuant to Article XIII of its Articles of Incorporation, and, subject to shareholder approval, this Agreement constitutes a valid and binding contract enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, moratorium, fraudulent conveyance and similar laws relating to or affecting creditors' rights generally and court decisions with respect thereto. 3.8. LEGAL COMPLIANCE. No material litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending (in which service of process has been received) or to its knowledge threatened against the Jakarta Fund or any properties or assets held by it. The Jakarta Fund knows of no facts which might form the basis for the institution of such proceedings which would materially and adversely affect its business and is not a party to or subject to the provisions of any order, decree or judgment of any court or governmental body which materially and adversely affects its business or its ability to consummate the transactions herein contemplated. 3.9. MATERIAL CONTRACTS. There are no material contracts outstanding to which the Jakarta Fund is a party that have not been disclosed in the N-14 Registration Statement (as defined in Section 3.13 below) or not otherwise disclosed in writing to the Indonesia Fund prior to the date of this Agreement. 3 3.10. UNDISCLOSED LIABILITIES. Since March 31, 2000, there has not been any material adverse change in the Jakarta Fund's financial condition, assets, liabilities or business and the Jakarta Fund has no known liabilities of a material amount, contingent or otherwise, required to be disclosed in a balance sheet in accordance with GAAP other than those shown on the Jakarta Fund's statements of assets, liabilities and capital referred to above, those incurred in the ordinary course of its business as an investment company since April 1, 2000, and those incurred in connection with the Merger. Prior to the Effective Date, the Jakarta Fund will advise the Indonesia Fund in writing of all known liabilities, contingent or otherwise, whether or not incurred in the ordinary course of business, existing or accrued. For purposes of this Section 3.10, a decline in the net asset value per share of the Jakarta Fund due to declines in market values of securities in the Jakarta Fund's portfolio or the discharge of Jakarta Fund liabilities will not constitute a material adverse change. 3.11. TAX FILINGS. All federal and other tax returns and information reports of the Jakarta Fund required by law to have been filed shall have been filed, or extensions to file such returns or reports shall have been obtained, and are or will be correct in all material respects, and all federal and other taxes shown as due or required to be shown as due on said returns and reports shall have been paid or provision shall have been made for the payment thereof, and, to the best of the Jakarta Fund's knowledge, no such return is currently under audit and no assessment has been asserted with respect to such returns. All tax liabilities of the Jakarta Fund have been adequately provided for on its books, and no tax deficiency or liability of the Jakarta Fund has been asserted and no question with respect thereto has been raised by the Internal Revenue Service or by any state or local tax authority for taxes in excess of those already paid, up to and including the taxable year in which the Effective Date occurs. 3.12. QUALIFICATION UNDER SUBCHAPTER M. For each taxable year of its operation (including the taxable year ending on the Effective Date), the Jakarta Fund has met the requirements of Subchapter M of the Code for qualification as a RIC and has elected to be treated as such, has been eligible to and has computed its federal income tax under Section 852 of the Code, and will have distributed substantially all of its investment company taxable income and net realized capital gain (as defined in the Code) that has accrued through the Effective Date. As of June 30, 2000 and September 30, 2000, the Jakarta Fund has met the requirements of Subchapter M of the Code for qualification as a RIC. 3.13. FORM N-14. The registration statement to be filed by the Indonesia Fund on Form N-14 relating to the Indonesia Fund Common Stock to be issued pursuant to this Agreement, and any supplements or amendments thereto or to the documents therein (as amended, the "N-14 Registration Statement"), on the effective date of the N-14 Registration Statement, at the time of the shareholders' meetings referred to in Article 6 of this Agreement and at the Effective Date, insofar as it relates to the Jakarta Fund (i) shall have complied or will comply in all material respects with the provisions of the 1933 Act, the 1934 Act and the 1940 Act and the rules and regulations thereunder and (ii) did not or will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the prospectus included therein did not or will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; PROVIDED, HOWEVER, that the representations and warranties in this Section 4 3.13 shall only apply to statements in, or omissions from, the N-14 Registration Statement made in reliance upon and in conformity with information furnished by the Jakarta Fund in writing for use in the N-14 Registration Statement. 3.14. CAPITALIZATION. (a) All issued and outstanding shares of the Jakarta Fund (i) have been offered and sold in compliance in all material respects with applicable registration requirements of the 1933 Act and state securities laws, (ii) are, and on the Effective Date will be, duly and validly issued and outstanding, fully paid and non-assessable, and (iii) will be held at the time of the Closing by the persons and in the amounts set forth in the records of the transfer agent as provided in Section 6.7. The Jakarta Fund does not have outstanding any options, warrants or other rights to subscribe for or purchase any of the Jakarta Fund shares, nor is there outstanding any security convertible into, or exchangeable for, any of the Jakarta Fund shares. (b) The Jakarta Fund is authorized to issue 100,000,000 shares of stock, par value $0.10 per share, all of which shares are classified as Common Stock and each outstanding share of which is fully paid, non-assessable and has full voting rights. 3.15. BOOKS AND RECORDS. The books and records of the Jakarta Fund made available to the Indonesia Fund are substantially true and correct and contain no material misstatements or omissions with respect to the operations of the Jakarta Fund. 3.16. NO FINDER'S FEES. The Jakarta Fund does not owe any broker's or finder's fee in connection with the transactions provided for in this Agreement. 4. REPRESENTATIONS AND WARRANTIES OF THE INDONESIA FUND, INC. The Indonesia Fund represents and warrants to the Jakarta Fund that the statements contained in this Article 4 are correct and complete in all material respects as of the execution of this Agreement on the date hereof. The Indonesia Fund represents and warrants to, and agrees with, the Jakarta Fund that: 4.1. ORGANIZATION. The Indonesia Fund is a corporation duly organized and validly existing under the laws of the State of Maryland and is in good standing with the Department, and has the requisite corporate power to own all of its assets and to carry on its business as it is now being conducted and to carry out this Agreement. 4.2. REGISTRATIONS AND QUALIFICATIONS. The Indonesia Fund is duly registered under the 1940 Act as a closed-end, non-diversified management investment company (File No. 811-06024) and such registration has not been revoked or rescinded and is in full force and effect. The Indonesia Fund has elected and qualified for the special tax treatment afforded RICs under Sections 851-855 of the Code at all times since its inception and intends to continue to so qualify both until consummation of the Merger and thereafter. The Indonesia Fund is qualified as a foreign corporation in every jurisdiction where required, except to the extent that failure to so qualify would not have a material adverse effect on the Indonesia Fund. 5 4.3. REGULATORY CONSENTS AND APPROVALS. No consent, approval, authorization, or order of any court or governmental authority is required for the consummation by the Indonesia Fund of the transactions contemplated herein, except (i) such as have been obtained or applied for under the 1933 Act, the 1934 Act and the 1940 Act, (ii) such as may be required by state securities laws and (iii) such as may be required under Maryland law for the acceptance for record of the Articles of Merger by the Department. 4.4. NONCONTRAVENTION. The Indonesia Fund is not, and the execution, delivery and performance of this Agreement by the Indonesia Fund will not result, in any violation of the laws of the State of Maryland or of the Articles of Incorporation or the Bylaws of the Indonesia Fund, or of any material agreement, indenture, instrument, contract, lease or other undertaking to which the Indonesia Fund is a party or by which it is bound, and the execution, delivery and performance of this Agreement by the Indonesia Fund will not result in the acceleration of any obligation, or the imposition of any penalty, under any agreement, indenture, instrument, contract, lease, judgment or decree to which the Indonesia Fund is a party or by which it is bound. 4.5. FINANCIAL STATEMENTS. The Jakarta Fund has been furnished with a statement of assets, liabilities and capital and a schedule of investments of the Indonesia Fund, each as of December 31, 1999, said financial statements having been examined by PricewaterhouseCoopers LLP, independent public accountants. These financial statements are in accordance with GAAP and present fairly, in all material respects, the financial position of the Indonesia Fund as of such date in accordance with GAAP, and there are no known contingent liabilities of the Indonesia Fund required to be reflected on a balance sheet (including the notes thereto) in accordance with GAAP as of such date not disclosed therein. The Jakarta Fund has been furnished with an unaudited statement of assets, liabilities and capital and a schedule of investments of the Indonesia Fund, each as of June 30, 2000. This financial statement and schedule of investments are in accordance with GAAP and present fairly, in all material respects the financial position of the Indonesia Fund as of such date in accordance with GAAP, and there are no known contingent liabilities of the Indonesia Fund required to be reflected on a balance sheet (including the notes thereto) in accordance with GAAP as of such date not disclosed therein. 4.6. ANNUAL REPORT. The Jakarta Fund has been furnished with the Indonesia Fund's Annual Report to Shareholders for the fiscal year ended December 31, 1999. 4.7. QUALIFICATION, CORPORATE POWER, AUTHORIZATION OF TRANSACTION. The Indonesia Fund has full corporate power and authority to enter into and perform its obligations under this Agreement. The execution, delivery and performance of this Agreement has been duly authorized by all necessary action of its Board of Directors (including the approval of at least 75% of the "Continuing Directors" in accordance with Article VII of its Articles of Incorporation, as amended), and subject to shareholder approval, this Agreement constitutes a valid and binding contract enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, moratorium, fraudulent conveyance and similar laws relating to or affecting creditors' rights generally and court decisions with respect thereto. 6 4.8. LEGAL COMPLIANCE. No material litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending (in which service of process has been received) or to its knowledge threatened against the Indonesia Fund or any properties or assets held by it. The Indonesia Fund knows of no facts which might form the basis for the institution of such proceedings which would materially and adversely affect its business and is not a party to or subject to the provisions of any order, decree or judgment of any court or governmental body which materially and adversely affects its business or its ability to consummate the transactions herein contemplated. 4.9. MATERIAL CONTRACTS. There are no material contracts outstanding to which the Indonesia Fund is a party that have not been disclosed in the N-14 Registration Statement or not otherwise disclosed in writing to the Jakarta Fund prior to the date of this Agreement. 4.10. UNDISCLOSED LIABILITIES. Since December 31, 1999, there has not been any material adverse change in the Indonesia Fund's financial condition, assets, liabilities, or business and the Indonesia Fund has no known liabilities of a material amount, contingent or otherwise, required to be disclosed in a balance sheet in accordance with GAAP other than those shown on the Indonesia Fund's statements of assets, liabilities and capital referred to above, those incurred in the ordinary course of its business as an investment company since January 1, 2000, and those incurred in connection with the Merger. Prior to the Effective Date, the Indonesia Fund will advise the Jakarta Fund in writing of all known liabilities, contingent or otherwise, whether or not incurred in the ordinary course of business, existing or accrued. For purposes of this Section 4.10, a decline in the net asset value per share of the Indonesia Fund due to declines in market values of securities in the Indonesia Fund's portfolio or the discharge of the Indonesia Fund liabilities will not constitute a material adverse change. 4.11. TAX FILINGS. All federal and other tax returns and information reports of the Indonesia Fund required by law to have been filed shall have been filed, or extensions to file such returns or reports shall have been obtained, and are or will be correct in all material respects, and all federal and other taxes shown as due or required to be shown as due on said returns and reports shall have been paid or provision shall have been made for the payment thereof, and, to the best of the Indonesia Fund's knowledge, no such return is currently under audit and no assessment has been asserted with respect to such returns. All tax liabilities of the Indonesia Fund have been adequately provided for on its books, and no tax deficiency or liability of the Indonesia Fund has been asserted and no question with respect thereto has been raised by the Internal Revenue Service or by any state or local tax authority for taxes in excess of those already paid, up to and including the taxable year in which the Effective Date occurs. 4.12. QUALIFICATION UNDER SUBCHAPTER M. For each taxable year of its operation, the Indonesia Fund has met the requirements of Subchapter M of the Code for qualification as a RIC and has elected to be treated as such, has been eligible to and has computed its federal income tax under Section 852 of the Code, and will have distributed substantially all of its investment company taxable income and net realized capital gain (as defined in the Code) that has accrued through the Effective Date. As of March 31, 2000 and June 30, 2000 and September 30, 2000, the Indonesia Fund has met the requirements of Subchapter M of the Code for qualification as a RIC. 7 4.13. FORM N-14. The N-14 Registration Statement, on the effective date of the N-14 Registration Statement, at the time of the shareholders' meetings referred to in Section 6 of this Agreement and at the Effective Date, insofar as it relates to the Indonesia Fund (i) shall have complied or will comply in all material respects with the provisions of the 1933 Act, the 1934 Act and the 1940 Act and the rules and regulations thereunder and (ii) did not or will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the prospectus included therein did not or will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; PROVIDED, HOWEVER, that the representations and warranties in this Section 4.13 shall not apply to statements in, or omissions from, the N-14 Registration Statement made in reliance upon and in conformity with information furnished by the Jakarta Fund in writing for use in the N-14 Registration Statement. 4.14. CAPITALIZATION. (a) All issued and outstanding shares of the Indonesia Fund (i) have been offered and sold in compliance in all material respects with applicable registration requirements of the 1933 Act and state securities laws, (ii) are, and on the Effective Date will be, duly and validly issued and outstanding, fully paid and non-assessable, and (iii) will be held at the time of the Closing by the persons and in the amounts set forth in the records of the transfer agent. The Indonesia Fund does not have outstanding any options, warrants or other rights to subscribe for or purchase any of the Indonesia Fund shares, nor is there outstanding any security convertible into, or exchangeable for, any of the Indonesia Fund shares. (b) The Indonesia Fund is authorized to issue 100,000,000 shares of stock, par value $0.001 per share, all of which shares are classified as Common Stock and each outstanding share of which is fully paid, non-assessable and has full voting rights. 4.15. NO FINDER'S FEES. The Indonesia Fund does not owe any broker's or finder's fee in connection with the transactions provided for in this Agreement. 4.16. BOOKS AND RECORDS. The books and records of the Indonesia Fund made available to the Jakarta Fund are substantially true and correct and contain no material misstatements or omissions with respect to the operations of the Indonesia Fund. 4.17. NYSE CONTINUED LISTING. The Indonesia Fund knows of no basis upon which the NYSE would delist the Indonesia Fund's Common Stock after the Effective Date, except to the extent that the Indonesia Fund's market capitalization or share price falls below the continued listing requirements specified in the NYSE rules. 5. CONVERSION TO INDONESIA FUND, INC. COMMON STOCK 5.1. CONVERSION. (a) Subject to the requisite approval of the shareholders of the Parties, and the other terms and conditions contained herein, at the Effective Date, each share of 8 Common Stock of the Jakarta Fund will be converted into an equivalent dollar amount (to the nearest one ten-thousandth of one cent) of full shares (and the right to receive cash in lieu of fractional shares) of Indonesia Fund Common Stock, computed based on the net asset value per share of each of the Parties at the Valuation Time. (b) No fractional shares of the Indonesia Fund will be issued to Jakarta Fund shareholders. In lieu thereof, the Indonesia Fund will purchase all fractional shares of the Indonesia Fund at the current net asset value of shares of the Indonesia Fund for the account of all holders of fractional interests, and each such holder will receive such holder's pro rata share of the proceeds of such purchase. 5.2. COMPUTATION OF NET ASSET VALUE. The net asset value per share of the Parties shall be determined as of the Valuation Time, and no formula will be used to adjust the net asset value so determined of either of the Parties to take into account differences in realized and unrealized gains and losses. The value of the assets of the Jakarta Fund as of the Valuation Time shall be determined by the Indonesia Fund pursuant to the principles and procedures consistently utilized by the Indonesia Fund in valuing its own assets and determining its own liabilities for purposes of the Merger, which principles and procedures are substantially similar to those employed by the Jakarta Fund when valuing its own assets and determining its own liabilities. Such valuation and determination shall be made by the Indonesia Fund in cooperation with the Jakarta Fund and shall be confirmed in writing by the Indonesia Fund to the Jakarta Fund. The net asset value per share of Indonesia Fund Common Stock shall be determined in accordance with such procedures, and the Indonesia Fund shall certify the computations involved. 5.3. ISSUANCE OF THE INDONESIA FUND, INC. COMMON STOCK. The Indonesia Fund shall issue to the shareholders of the Jakarta Fund separate certificates or share deposit receipts for the Indonesia Fund Common Stock by delivering the certificates or share deposit receipts evidencing ownership of the Indonesia Fund Common Stock to BankBoston, N.A. c/o EquiServe, L.P., as the transfer agent and registrar for the Indonesia Fund Common Stock. 5.4. EXCHANGE OF CERTIFICATES REPRESENTING THE JAKARTA GROWTH FUND, INC. COMMON STOCK. (a) As of the Effective Date, the Indonesia Fund shall deposit, or shall cause to be deposited, with an exchange agent selected by the Indonesia Fund, which shall be The Indonesia Fund's transfer agent or such other party reasonably satisfactory to the Jakarta Fund (the "Exchange Agent"), for the benefit of the holders of shares of the Jakarta Fund Common Stock, for exchange in accordance with this Article 5, certificates representing the shares of the Indonesia Fund to be issued in the Merger (the "Merger Consideration") and cash in lieu of fractional shares of the Merger Consideration to be issued pursuant to Section 5.1 and paid pursuant to this Section 5.4 in exchange for outstanding shares of the Jakarta Fund Common Stock. (b) Promptly after the Effective Date, the Indonesia Fund shall cause the Exchange Agent to mail to each holder of record of a Certificate or Certificates (i) a letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title 9 to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as the Indonesia Fund may reasonably specify and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing the Merger Consideration and cash in lieu of fractional shares of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, the holder of such Certificate shall be entitled to receive in exchange therefor (x) certificates representing the number of whole shares of the Merger Consideration and (y) a check representing the amount of cash in lieu of fractional shares of the Merger Consideration, if any, and unpaid dividends and distributions, if any, which such holder has the right to receive in respect of the Certificate surrendered pursuant to the provisions of this Article 5, after giving effect to any required withholding tax, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the cash in lieu of fractional shares of the Merger Consideration and unpaid dividends and distributions, if any, payable to holders of Certificates. In the event of a transfer of ownership of the Jakarta Fund Common Stock which is not registered in the transfer records of the Jakarta Fund, certificates representing the proper number of shares of the Merger Consideration, together with a check for the cash to be paid in lieu of fractional shares of the Merger Consideration, may be issued to such a transferee if the Certificate representing shares of such the Jakarta Fund Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid. (c) Notwithstanding any other provisions of this Agreement, no dividends or other distributions on the Merger Consideration shall be paid with respect to any shares of the Jakarta Fund Common Stock represented by a Certificate until such Certificate is surrendered for exchange as provided herein. Subject to the effect of applicable laws, following surrender of any such Certificate, there shall be paid to the holder of the certificates representing whole shares of the Merger Consideration issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Date theretofore payable with respect to such whole shares of the Merger Consideration and not paid, less the amount of any withholding taxes which may be required thereon, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Date but prior to surrender and a payment date subsequent to surrender payable with respect to such whole shares of the Merger Consideration, less the amount of any withholding taxes which may be required thereon. (d) At and after the Effective Date, there shall be no transfers on the stock transfer books of the Jakarta Fund of the shares of the Jakarta Fund Common Stock which were outstanding immediately prior to the Effective Date. If, after the Effective Date, Certificates are presented to the Indonesia Fund, they shall be cancelled and exchanged for certificates for whole shares of the Merger Consideration and cash in lieu of fractional shares of the Merger Consideration, if any, and unpaid dividends and distributions deliverable in respect thereof pursuant to this Agreement in accordance with the procedures set forth in this Article 5. 10 (e) Any portion of the Merger Consideration held by the Exchange Agent (together with any cash in lieu of fractional shares of the Merger Consideration and the proceeds of any investments thereof) that remains unclaimed by the former stockholders of the Jakarta Fund one year after the Effective Date shall be delivered to the Indonesia Fund. Any former stockholders of the Jakarta Fund who have not theretofore complied with this Article 5 shall thereafter look only to the Indonesia Fund for payment of their shares constituting the Merger Consideration, cash in lieu of fractional shares of the Merger Consideration and unpaid dividends and distributions on the Merger Consideration deliverable in respect of each share of the Jakarta Fund Common Stock such stockholder holds as determined pursuant to this Agreement, in each case, without any interest thereon. (f) None of the Indonesia Fund, the Jakarta Fund, the Exchange Agent or any other person shall be liable to any former holder of shares of the Jakarta Fund Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (g) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by the Indonesia Fund, the posting by such person of a bond in such reasonable amount as the Indonesia Fund may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent or the Indonesia Fund will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration and cash in lieu of fractional shares of the Indonesia Fund Common Stock, and unpaid dividends and distributions on shares of the Merger Consideration, deliverable in respect thereof pursuant to this Agreement. 6. COVENANTS OF THE PARTIES 6.1. SHAREHOLDERS' MEETINGS. (a) Each of the Parties shall hold a meeting of its respective shareholders for the purpose of considering the Merger as described herein, which meeting has been called by each Fund for December 18, 2000 and any adjournments thereof. (b) Each of the Parties agrees to mail to each of its respective shareholders of record entitled to vote at the special meeting of shareholders at which action is to be considered regarding the Merger, in sufficient time to comply with requirements as to notice thereof, a combined Proxy Statement and Prospectus which complies in all material respects with the applicable provisions of Section 14(a) of the 1934 Act and Section 20(a) of the 1940 Act, and the rules and regulations, respectively, thereunder. 6.2. OPERATIONS IN THE NORMAL COURSE. Each Party covenants to operate its business in the ordinary course between the date hereof and the Effective Date, it being understood that such ordinary course of business will include (i) the declaration and payment of customary dividends and other distributions and (ii) in the case of the Jakarta Fund, preparing for 11 its deregistration, except that the distribution of dividends pursuant to Sections 7.11 and 8.9 of this Agreement shall not be deemed to constitute a breach of the provisions of this Section 6.2. 6.3. ARTICLES OF MERGER. The Parties agree that, as soon as practicable after satisfaction of all conditions to the Merger, they will jointly file executed Articles of Merger with the Department and make all other filings or recordings required by Maryland law in connection with the Merger. 6.4. REGULATORY FILINGS. (a) The Jakarta Fund undertakes that, if the Merger is consummated, it will file, or cause its agents to file, an application pursuant to Section 8(f) of the 1940 Act for an order declaring that the Jakarta Fund has ceased to be a registered investment company. (b) The Indonesia Fund will file the N-14 Registration Statement with the SEC and will use its best efforts to ensure that the N-14 Registration Statement becomes effective as promptly as practicable. The Jakarta Fund agrees to cooperate fully with the Indonesia Fund, and will furnish to the Indonesia Fund the information relating to itself to be set forth in the N-14 Registration Statement as required by the 1933 Act, the 1934 Act, the 1940 Act, and the rules and regulations thereunder and applicable state securities or blue sky laws. 6.5. PRESERVATION OF ASSETS. The Indonesia Fund agrees that it has no plan or intention to sell or otherwise dispose of the assets of the Jakarta Fund to be acquired in the Merger, except for dispositions made in the ordinary course of business and except for dispositions necessary to comply with Section 6.6(a). 6.6. TAX MATTERS. (a) The Indonesia Fund agrees that it intends to continue to qualify for the special tax treatment afforded RICs under Sections 851-855 of the Code at all times after the consummation of the Merger. The Indonesia Fund agrees that it will use its reasonable best efforts to take any and all actions necessary to satisfy all of the requirements necessary to qualify for the special tax treatment afforded RICs under Sections 851-855 of the Code at all times after the consummation of the Merger. The Indonesia Fund also agrees that it will dispose of any of its assets within thirty (30) days after the date of the close of the Indonesia Fund's first fiscal quarter ending after the Effective Date (the "First Quarter Closing Date") as are necessary to ensure that the Indonesia Fund satisfies the requirements under Section 851(b)(3) of the Code as of the First Quarter Closing Date. (b) Each of the Parties agrees that by the Effective Date all of its federal and other tax returns and reports required to be filed on or before such date shall have been filed and all taxes shown as due on said returns either have been paid or adequate liability reserves have been provided for the payment of such taxes. In connection with this covenant, the Parties agree to cooperate with each other in filing any tax return, amended return or claim for refund, determining a liability for taxes or a right to a refund of taxes 12 or participating in or conducting any audit or other proceeding in respect of taxes. The Indonesia Fund agrees to retain for a period of ten (10) years following the Effective Date all returns, schedules and work papers and all material records or other documents relating to tax matters of the Jakarta Fund for its final taxable year and for all prior taxable periods. Any information obtained under this Section 6.6 shall be kept confidential except as otherwise may be necessary in connection with the filing of returns or claims for refund or in conducting an audit or other proceeding. After the Effective Date, the Indonesia Fund shall prepare, or cause its agents to prepare, any federal, state or local tax returns, including any Forms 1099, required to be filed and provided to required persons by the Jakarta Fund with respect to its final taxable year ending with the Effective Date and for any prior periods or taxable years for which the due date for such return has not passed as of the Effective Date and further shall cause such tax returns and Forms 1099 to be duly filed with the appropriate taxing authorities and provided to required persons. Notwithstanding the aforementioned provisions of this Section 6.6, any expenses incurred by the Indonesia Fund (other than for payment of taxes) in excess of any accrual for such expenses by the Jakarta Fund in connection with the preparation and filing of said tax returns and Forms 1099 after the Effective Date shall be borne by the Indonesia Fund. 6.7. SHAREHOLDER LIST. Prior to the Effective Date, the Jakarta Fund shall have made arrangements with its transfer agent to deliver to the Indonesia Fund a list of the names and addresses of all of the shareholders of record of the Jakarta Fund on the Effective Date and the number of shares of Common Stock of the Jakarta Fund owned by each such shareholder, certified by the Jakarta Fund's transfer agent or President to the best of their knowledge and belief. 6.8. TERMINATION OF REGISTRATION AS AN INVESTMENT COMPANY. The Jakarta Fund agrees that the termination of its registration as an investment company will be effected in accordance with applicable law as soon as practicable following the Effective Date. 6.9. INDEMNIFICATION. (a) The Indonesia Fund and the Jakarta Fund agree that, to the extent consistent with applicable law, including the 1940 Act, all rights to indemnification and all limitations on liability existing in favor of any director of the Jakarta Fund who is not an "affiliated person" (as defined in Section 2(a)(3) of the 1940 Act) of the Jakarta Fund's investment adviser (the "Indemnitees") as provided in the Jakarta Fund's Articles of Incorporation, the Jakarta Fund's Bylaws or an agreement between an Indemnitee and the Jakarta Fund as in effect as of the date hereof and disclosed in writing to the Indonesia Fund shall survive the Merger and continue in full force and effect in respect of acts or omissions occurring on or prior to the Effective Date (including in respect of acts or omissions in connection with this Agreement or the Merger), including without limitation, the rights to indemnification set forth in, and in accordance with, Article VI of the Articles of Incorporation of Jakarta Fund; and the Indonesia Fund, as the surviving corporation in the Merger, assumes the obligation to provide the Indemnitees with such rights to indemnification. 13 (b) Notwithstanding any other provisions hereof, the obligations of the Indonesia Fund contained in this Section 6.9 shall be binding upon the successors and assigns of the Indonesia Fund. In the event the Indonesia Fund or any of its successors or assigns (A) consolidates with or merges into any other person or entity or (B) transfers all or substantially all of its properties or assets to any person or entity, then, and in each case, proper provision shall be made so that successors and assigns of the Indonesia Fund, as the case may be, honor the indemnification obligations set forth in this Section 6.9. (c) The obligations of the Indonesia Fund under this Section 6.9 shall not be terminated or modified in such a manner as to adversely affect any Indemnitee to whom this Section 6.9 applies without the consent of such affected Indemnitee (it being expressly agreed that the Indemnitees to whom this Section 6.9 applies shall be third party beneficiaries of this Section 6.9). (d) The Indonesia Fund shall advance all expenses to any Indemnitee incurred by enforcing the indemnity or other obligations provided for in this Section 6.9 to the fullest extent permitted under applicable law, including the 1940 Act. To the extent required by law, such advancement of expenses shall be subject to delivery of an undertaking to reimburse the Indonesia Fund if it is ultimately determined that an Indemnitee is not entitled to indemnification. 6.10 APPLICABILITY OF MARYLAND BUSINESS CORPORATION ACT. The Jakarta Fund shall take such action as may be required by Article IX of its Articles of Incorporation and the Maryland Business Corporation Act to render Article IX of its Charter and the Maryland Business Corporation Act inapplicable to the Merger and other transactions contemplated by this Agreement. 7. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE INDONESIA FUND, INC. The obligations of the Indonesia Fund hereunder shall be subject to the following conditions: 7.1. APPROVAL OF MERGER; NYSE LISTING; APPRAISAL RIGHTS. (a) This Agreement shall have been approved by the affirmative vote of the holders of 66 2/3% of the shares of Common Stock of the Indonesia Fund issued and outstanding and entitled to vote thereon and the affirmative vote of the holders of a majority of the shares of Common Stock of the Jakarta Fund issued and outstanding and entitled to vote thereon; and that the Jakarta Fund shall have delivered to the Indonesia Fund a copy of the resolutions approving this Agreement adopted by its Board of Directors and shareholders, certified by its Secretary. (b) The Indonesia Fund's shares shall have continued to be listed on the NYSE through the Effective Date. (c) The holders of not more than 10% of the outstanding shares of the Jakarta Fund shall have, in accordance with Title 3 Subtitle 2 of the Maryland General Corporation Law, both: (i) filed with the Jakarta Fund a written objection to the Merger prior to or at the meeting of shareholders convened to consider the Merger, and (ii) not voted in favor of the Merger in person or by proxy. 14 7.2. CERTIFICATES AND STATEMENTS BY THE JAKARTA GROWTH FUND, INC. (a) The Jakarta Fund shall have furnished a statement of assets, liabilities and capital, together with a schedule of investments with their respective dates of acquisition and tax costs, certified on its behalf by its President (or any Vice President) and its Treasurer, and a certificate executed by both such officers, dated the Effective Date, certifying that there has been no material adverse change in its financial position since March 31, 2000, other than changes in its portfolio securities since that date or changes in the market value of its portfolio securities. (b) The Jakarta Fund shall have furnished to the Indonesia Fund a certificate signed by its President (or any Vice President), dated the Effective Date, certifying that, as of the Effective Date, all representations and warranties made in this Agreement are true and correct in all material respects as if made at and as of such date and the Jakarta Fund has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied at or prior to such date. (c) The Jakarta Fund shall have delivered to the Indonesia Fund a letter from PricewaterhouseCoopers LLP, dated the Effective Date, stating that such firm has performed a limited review of the federal, state and local income tax returns for the period ended March 31, 2000, and that, based on such limited review, nothing came to their attention which caused them to believe that such returns did not properly reflect, in all material respects, the federal, state and local income taxes of the Jakarta Fund for the period covered thereby; and that for the period from April 1, 2000 to and including the Effective Date and for any taxable year ending upon the Effective Date, such firm has performed a limited review to ascertain the amount of such applicable federal, state and local taxes, and has determined that either such amount has been paid or reserves have been established for payment of such taxes, this review to be based on unaudited financial data; and that based on such limited review, nothing has come to their attention which caused them to believe that the taxes paid or reserves set aside for payment of such taxes were not adequate in all material respects for the satisfaction of federal, state and local taxes for the period from April 1, 2000 to and including the Effective Date and for any taxable year ending upon the Effective Date or that the Jakarta Fund would not continue to qualify as a RIC for federal income tax purposes. 7.3. ABSENCE OF LITIGATION. There shall be no material litigation pending with respect to the matters contemplated by this Agreement. 7.4. LEGAL OPINIONS. (a) The Indonesia Fund shall have received an opinion of Brown & Wood LLP, as counsel to the Jakarta Fund, in form and substance reasonably satisfactory to the Indonesia Fund and dated the Effective Date, to the effect that (i) the Jakarta Fund is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland; (ii) the Agreement has been duly authorized, executed and delivered by the Jakarta Fund, and, assuming that the N-14 Registration Statement complies with the 1933 Act, 1934 Act and the 1940 Act, constitutes a valid and legally binding 15 obligation of the Jakarta Fund, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization or other similar laws pertaining to the enforcement of creditors' rights generally and by equitable principles; (iii) to the best of such counsel's knowledge, no consent, approval, authorization or order of any United States federal or Maryland state court or governmental authority is required for the consummation by the Jakarta Fund of the Merger, except such as may be required under the 1933 Act, the 1934 Act, the 1940 Act, the published rules and regulations of the SEC thereunder and such as may be required under state securities or blue sky laws and except for the acceptance by the Department of the Articles of Merger for filing; (iv) such counsel does not know of any contracts or other documents with respect to the Jakarta Fund related to the Merger of a character required to be described in the N-14 Registration Statement which are not described therein or, if required to be filed, filed as required; (v) the execution and delivery of this Agreement does not, and the consummation of the Merger will not, violate any material provision of the Articles of Incorporation, as amended, the Bylaws, as amended, or any agreement (known to such counsel) to which the Jakarta Fund is a party or by which the Jakarta Fund is bound, except insofar as the parties have agreed to amend such provision as a condition precedent to the Merger; (vi) to the best of such counsel's knowledge, no material suit, action or legal or administrative proceeding is pending or threatened against the Jakarta Fund; and (vii) all corporate actions required to be taken by the Jakarta Fund to authorize this Agreement and to effect the Merger have been duly authorized by all necessary corporate actions on behalf of the Jakarta Fund. In giving the opinion set forth above, Brown & Wood LLP may state that it is relying on certificates of officers of the Jakarta Fund with regard to matters of fact and certain certificates and written statements of governmental officials with respect to the good standing of the Jakarta Fund. Such counsel shall also state that (A) while such counsel cannot make any representation as to the accuracy or completeness of statements of fact in the N-14 Registration Statement or any amendment or supplement thereto with respect to the Jakarta Fund, nothing has come to their attention that would lead them to believe that, on the respective effective dates of the N-14 Registration Statement and any amendment or supplement thereto with respect to the Jakarta Fund, (1) the N-14 Registration Statement or any amendment or supplement thereto contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading with respect to the Jakarta Fund, and (2) the prospectus included in the N-14 Registration Statement contained any untrue statement of a material fact or omitted to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading with respect to the Jakarta Fund; PROVIDED that such counsel need not express any opinion or belief as to the financial statements, other financial data, statistical data or information relating to the Jakarta Fund contained or incorporated by reference in the N-14 Registration Statement. (b) The Indonesia Fund shall have received an opinion from Willkie Farr & Gallagher, as counsel to the Indonesia Fund, dated the Effective Date, to the effect that for federal income tax purposes (i) the Merger as provided in this Agreement will constitute a reorganization within the meaning of Section 368(a)(1)(A) of the Code and 16 that the Jakarta Fund and the Indonesia Fund will each be a "party to a reorganization" within the meaning of Section 368(b) of the Code; (ii) no gain or loss will be recognized by the Jakarta Fund as a result of the Merger or upon the conversion of Jakarta Fund shares to Indonesia Fund Common Stock; (iii) no gain or loss will be recognized by the Indonesia Fund as a result of the Merger; (iv) no gain or loss will be recognized to the shareholders of the Jakarta Fund upon the conversion of their Jakarta Fund shares into Indonesia Fund Common Stock except to the extent such shareholders are paid cash in lieu of fractional shares of Indonesia Fund in the Merger; (v) the tax basis of the Jakarta Fund assets in the hands of the Indonesia Fund will be the same as the tax basis of such assets in the hands of the Jakarta Fund immediately prior to the consummation of the Merger; (vi) immediately after the Merger, the tax basis of the Indonesia Fund Common Stock received by the shareholders of the Jakarta Fund in the Merger will be equal, in the aggregate, to the tax basis of the shares of the Jakarta Fund converted pursuant to the Merger less the portion of such tax basis allocable to cash received in lieu of fractional shares of the Indonesia Fund in the Merger; (vii) a shareholder's holding period for the Indonesia Fund Common Stock will be determined by including the period for which he or she held the Common Stock of the Jakarta Fund converted pursuant to the Merger, provided that such Jakarta Fund shares were held as a capital asset; (viii) the Indonesia Fund's holding period with respect to the Jakarta Fund assets transferred will include the period for which such assets were held by the Jakarta Fund; and (ix) the payment of cash to a Jakarta Fund shareholder in lieu of fractional shares of the Indonesia Fund will be treated as though the fractional shares were distributed as part of the Merger and then redeemed by the Indonesia Fund with the result that the Jakarta Fund shareholder will have a capital gain or loss to the extent the cash distribution differs from such shareholder's basis allocable to the fractional shares, provided that the converted Jakarta Fund shares were held as capital assets immediately prior to the conversion and that the shareholder's proportionate interest in the Indonesia Fund will be reduced as a result of such cash distribution. 7.5. AUDITOR'S CONSENT AND CERTIFICATION. (a) The Indonesia Fund shall have received from PricewaterhouseCoopers LLP a letter dated within five days prior to the effective date of the N-14 Registration Statement and a similar letter dated within five days prior to the Effective Date, in form and substance satisfactory to the Indonesia Fund, to the effect that (i) they are independent public auditors with respect to the Indonesia Fund within the meaning of the 1933 Act and the applicable published rules and regulations thereunder; and (ii) in their opinion, the financial statements and supplementary information of the Indonesia Fund included or incorporated by reference in the N-14 Registration Statement and reported on by them comply as to form in all material respects with the applicable accounting requirements of the 1933 Act and the published rules and regulations thereunder. (b) The Indonesia Fund shall have received from PricewaterhouseCoopers LLP a letter dated within five days prior to the effective date of the N-14 Registration Statement and a similar letter dated within five days prior to the Effective Date, in form and substance satisfactory to the Indonesia Fund, to the effect that they have performed other specified procedures, not constituting an audit, with respect to certain amounts, 17 percentages, numerical data, financial information and financial statements appearing in the N-14 Registration Statement, which previously have been specified by such accountants and which shall be specified in such letter, and have compared certain of such items with, and have found such items to be in agreement with, the accounting and financial records of the Indonesia Fund. 7.6. LIABILITIES. The assets or liabilities of the Jakarta Fund as of the Effective Date shall not include any assets or liabilities which the Indonesia Fund, by reason of limitations in its investment objectives and policies as in effect upon consummation of the Merger or Articles of Incorporation, may not properly acquire or assume. The Indonesia Fund does not anticipate that there will be any such assets or liabilities but the Indonesia Fund will notify the Jakarta Fund if any do exist and shall reimburse the Jakarta Fund for any reasonable transaction costs incurred by the Jakarta Fund for the liquidation of such assets and liabilities. 7.7. EFFECTIVENESS OF N-14 REGISTRATION STATEMENT. The N-14 Registration Statement shall have become effective under the 1933 Act and no stop order suspending such effectiveness shall have been instituted or, to the knowledge of the Indonesia Fund, contemplated by the SEC. 7.8. REGULATORY FILINGS. The Indonesia Fund shall have received from the SEC such orders or interpretations as Willkie Farr & Gallagher, as counsel to the Indonesia Fund, deems reasonably necessary or desirable under the 1933 Act, the 1934 Act and the 1940 Act in connection with the Merger, provided that such counsel shall have requested such orders as promptly as practicable, and all such orders shall be in full force and effect. 7.9. ADMINISTRATIVE RULINGS, PROCEEDINGS. The SEC shall not have issued an unfavorable advisory report under Section 25(b) of the 1940 Act, nor instituted or threatened to institute any proceeding seeking to enjoin consummation of the Merger under Section 25(c) of the 1940 Act; and no other legal, administrative or other proceeding shall be instituted or threatened which would materially affect the financial condition of the Jakarta Fund or would prohibit the Merger. 7.10. DIVIDENDS. Prior to the Effective Date, the Jakarta Fund shall have declared and paid a dividend or dividends which, together with all such previous dividends, shall have the effect of distributing to its shareholders substantially all of its net investment company taxable income that has accrued through the Effective Date, if any (computed without regard to any deduction of dividends paid) (unless such amounts are immaterial), and substantially all of its net capital gain, if any, realized through the Effective Date. 7.11. CUSTODIAN'S CERTIFICATE. The Jakarta Fund's custodian shall have delivered to the Indonesia Fund a certificate identifying all of the assets of the Jakarta Fund held or maintained by such custodian as of the Valuation Time. 7.12. BOOKS AND RECORDS. The Jakarta Fund's transfer agent shall have provided to the Indonesia Fund (i) the originals or true copies of all of the records of the Jakarta Fund in the possession of such transfer agent as of the Effective Date, (ii) a certificate setting forth the number of shares of the Jakarta Fund outstanding as of the Valuation Time, and (iii) the name 18 and address of each holder of record of any shares and the number of shares held of record by each such shareholder. 8. CONDITIONS PRECEDENT TO THE OBLIGATIONS OF JAKARTA GROWTH FUND, INC. The obligations of the Jakarta Fund hereunder shall be subject to the following conditions: 8.1. APPROVAL OF MERGER. This Agreement shall have been approved by the affirmative vote of the holders of a majority of the shares of Common Stock of the Jakarta Fund issued and outstanding and entitled to vote thereon and the affirmative vote of the holders of at least 66 2/3% of the shares of Common Stock of the Indonesia Fund issued and outstanding and entitled to vote thereon; and that the Indonesia Fund shall have delivered to the Jakarta Fund a copy of the resolutions approving this Agreement adopted by its Board of Directors and shareholders, certified by its Secretary. 8.2. CERTIFICATES AND STATEMENTS BY THE INDONESIA FUND, INC. (a) The Indonesia Fund shall have furnished a statement of assets, liabilities and capital, together with a schedule of investments with their respective dates of acquisition and tax costs, certified on its behalf by its President (or any Vice President) and its Treasurer, and a certificate executed by both such officers, dated the Effective Date, certifying that there has been no material adverse change in its financial position since December 31, 1999, other than changes in its portfolio securities since that date or changes in the market value of its portfolio securities. (b) The Indonesia Fund shall have furnished to the Jakarta Fund a certificate signed by its President (or any Vice President), dated the Effective Date, certifying that, as of the Effective Date, all representations and warranties made in this Agreement are true and correct in all material respects as if made at and as of such date and the Indonesia Fund has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied at or prior to such date. (c) The Indonesia Fund shall have delivered to the Jakarta Fund a letter from PricewaterhouseCoopers LLP, dated the Effective Date, stating that such firm has performed a limited review of the federal, state and local income tax returns for the period ended December 31, 1999, and that, based on such limited review, nothing came to their attention which caused them to believe that such returns did not properly reflect, in all material respects, the federal, state and local income taxes of the Indonesia Fund for the period covered thereby; and that for the period from January 1, 2000 to and including the Effective Date, such firm has performed a limited review to ascertain the amount of such applicable federal, state and local taxes, and has determined that either such amount has been paid or reserves have been established for payment of such taxes, this review to be based on unaudited financial data; and that based on such limited review, nothing has come to their attention which caused them to believe that the taxes paid or reserves set aside for payment of such taxes were not adequate in all material respects for the 19 satisfaction of federal, state and local taxes for the period from January 1, 2000 to and including the Effective Date or that the Indonesia Fund would not continue to qualify as a RIC for federal income tax purposes. 8.3. ABSENCE OF LITIGATION. There shall be no material litigation pending with respect to the matters contemplated by this Agreement. 8.4. LEGAL OPINIONS. (a) The Jakarta Fund shall have received an opinion of Willkie Farr & Gallagher, as counsel to the Indonesia Fund, in form and substance reasonably satisfactory to the Jakarta Fund and dated the Effective Date, to the effect that (i) the Indonesia Fund is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland; (ii) the Agreement has been duly authorized, executed and delivered by the Indonesia Fund, and, assuming that the N-14 Registration Statement complies with the 1933 Act, 1934 Act and the 1940 Act, constitutes a valid and legally binding obligation of the Indonesia Fund, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization or other similar laws pertaining to the enforcement of creditors' rights generally and by equitable principles; (iii) to the best of such counsel's knowledge, no consent, approval, authorization or order of any United States federal or Maryland state court or governmental authority is required for the consummation by the Indonesia Fund of the Merger, except such as may be required under the 1933 Act, the 1934 Act, the 1940 Act and the published rules and regulations of the SEC thereunder and such as may be required under state securities or blue sky laws and except for the acceptance by the Department of the Articles of Merger for filing; (iv) the N-14 Registration Statement has become effective under the 1933 Act, no stop order suspending the effectiveness of the N-14 Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the 1933 Act, and, with respect to the Indonesia Fund, the N-14 Registration Statement, and each amendment or supplement thereto, as of their respective effective dates, appear on their face to be appropriately responsive in all material respects to the requirements of the 1933 Act, the 1934 Act and the 1940 Act and the published rules and regulations of the SEC thereunder; (v) such counsel does not know of any statutes, legal or governmental proceedings or contracts with respect to the Indonesia Fund or other documents related to the Merger of a character required to be described in the N-14 Registration Statement which are not described therein or, if required to be filed, filed as required; (vi) the execution and delivery of this Agreement does not, and the consummation of the Merger will not, violate any material provision of the Articles of Incorporation, as amended, the Bylaws, as amended, or any agreement (known to such counsel) to which the Indonesia Fund is a party or by which the Indonesia Fund is bound, except insofar as the parties have agreed to amend such provision as a condition precedent to the Merger; (vii) to the best of such counsel's knowledge, no material suit, action or legal or administrative proceeding is pending or threatened against the Indonesia Fund; and (viii) all corporate actions required to be taken by the Indonesia Fund to authorize this Agreement and to effect the Merger have been duly authorized by all necessary corporate actions on behalf of the Indonesia Fund. In giving the opinion set 20 forth above, Willkie Farr & Gallagher may state that it is relying on certificates of officers of the Indonesia Fund with regard to matters of fact and certain certificates and written statements of governmental officials with respect to the good standing of the Indonesia Fund and on the opinion of Venable, Baetjer and Howard, LLP as to matters of Maryland law. Such counsel shall also state that (A) while such counsel cannot make any representation as to the accuracy or completeness of statements of fact in the N-14 Registration Statement or any amendment or supplement thereto with respect to the Indonesia Fund, nothing has come to their attention that would lead them to believe that, on the respective effective dates of the N-14 Registration Statement and any amendment or supplement thereto, (1) the N-14 Registration Statement or any amendment or supplement thereto contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading with respect to the Indonesia Fund; and (2) the prospectus included in the N-14 Registration Statement contained any untrue statement of a material fact or omitted to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading with respect to the Indonesia Fund; PROVIDED that such counsel need not express any opinion or belief as to the financial statements, other financial data, statistical data or information relating to the Indonesia Fund contained or incorporated by reference in the N-14 Registration Statement. (b) The Jakarta Fund shall have received an opinion from Brown & Wood LLP, as counsel to the Jakarta Fund, dated the Effective Date, to the effect that for federal income tax purposes (i) the Merger as provided in this Agreement will constitute a reorganization within the meaning of Section 368(a)(1)(A) of the Code and that the Jakarta Fund and the Indonesia Fund will each be a "party to a reorganization" within the meaning of Section 368(b) of the Code; (ii) no gain or loss will be recognized by the Jakarta Fund as a result of the Merger or upon the conversion of Jakarta Fund shares to Indonesia Fund Common Stock; (iii) no gain or loss will be recognized by the Indonesia Fund as a result of the Merger; (iv) no gain or loss will be recognized to the shareholders of the Jakarta Fund upon the conversion of their shares into Indonesia Fund Common Stock except to the extent such shareholders are paid cash in lieu of fractional shares of Indonesia Fund in the Merger; (v) the tax basis of the Jakarta Fund assets in the hands of the Indonesia Fund will be the same as the tax basis of such assets in the hands of the Jakarta Fund immediately prior to the consummation of the Merger; (vi) immediately after the Merger, the tax basis of the Indonesia Fund Common Stock received by the shareholders of the Jakarta Fund in the Merger will be equal, in the aggregate, to the tax basis of the shares of the Jakarta Fund converted pursuant to the Merger less the portion of such tax basis allocable to cash received in lieu of fractional shares of the Indonesia Fund in the Merger; (vii) a shareholder's holding period for the Indonesia Fund Common Stock will be determined by including the period for which he or she held the Common Stock of the Jakarta Fund converted pursuant to the Merger, provided that such Jakarta Fund shares were held as a capital asset; (viii) the Indonesia Fund's holding period with respect to the Jakarta Fund assets transferred will include the period for which such assets were held by the Jakarta Fund; and (ix) the payment of cash to a Jakarta Fund shareholder 21 in lieu of fractional shares of the Indonesia Fund will be treated as though the fractional shares were distributed as part of the Merger and then redeemed by the Indonesia Fund with the result that the Jakarta Fund shareholder will have a capital gain or loss to the extent the cash distribution differs from such shareholder's basis allocable to the fractional shares, provided that the converted Jakarta Fund shares were held as capital assets immediately prior to the conversion and that the shareholder's proportionate interest in the Indonesia Fund will be reduced as a result of such cash distribution. 8.5. AUDITOR'S CONSENT AND CERTIFICATION. (a) The Jakarta Fund shall have received from PricewaterhouseCoopers LLP a letter dated within five days prior to the effective date of the N-14 Registration Statement and a similar letter dated within five days prior to the Effective Date, in form and substance satisfactory to the Jakarta Fund, to the effect that (i) they are independent public auditors with respect to the Jakarta Fund within the meaning of the 1933 Act and the applicable published rules and regulations thereunder; and (ii) in their opinion, the financial statements and supplementary information of the Jakarta Fund incorporated by reference in the N-14 Registration Statement and reported on by them comply as to form in all material respects with the applicable accounting requirements of the 1933 Act and the published rules and regulations thereunder. (b) The Jakarta Fund shall have received from PricewaterhouseCoopers LLP a letter dated within five days prior to the effective date of the N-14 Registration Statement and a similar letter dated within five days prior to the Effective Date, in form and substance satisfactory to the Jakarta Fund, to the effect that they have performed other specified procedures, not constituting an audit, with respect to certain amounts, percentages, numerical data, financial information and financial statements appearing in the N-14 Registration Statement, which previously have been specified by such accountants and which shall be specified in such letter, and have compared certain of such items with, and have found such items to be in agreement with, the accounting and financial records of the Jakarta Fund. 8.6. EFFECTIVENESS OF N-14 REGISTRATION STATEMENT. The N-14 Registration Statement shall have become effective under the 1933 Act and no stop order suspending such effectiveness shall have been instituted or, to the knowledge of the Jakarta Fund, contemplated by the SEC. 8.7. REGULATORY FILINGS. (a) The Jakarta Fund shall have received from the SEC such orders or interpretations as Brown & Wood LLP, as counsel to the Jakarta Fund, deems reasonably necessary or desirable under the 1933 Act, the 1934 Act and the 1940 Act in connection with the Merger, provided that such counsel or counsel to the Jakarta Fund shall have requested such orders as promptly as practicable, and all such orders shall be in full force and effect. 22 (b) The SEC shall not have issued an unfavorable advisory report under Section 25(b) of the 1940 Act, nor instituted or threatened to institute any proceeding seeking to enjoin consummation of the Merger under Section 25(c) of the 1940 Act; and no other legal, administrative or other proceeding shall be instituted or threatened which would materially affect the financial condition of the Jakarta Fund or would prohibit the Merger. (c) The Indonesia Fund shall have received from any relevant state securities administrator such order or orders as are reasonably necessary or desirable under the 1933 Act, the 1934 Act, the 1940 Act, and any applicable state securities or blue sky laws in connection with the transactions contemplated hereby, and that all such orders shall be in full force and effect. 8.8. SATISFACTION OF THE JAKARTA GROWTH FUND, INC. All proceedings taken by the Indonesia Fund and its counsel in connection with the Merger and all documents incidental thereto shall be satisfactory in form and substance to the Jakarta Fund. 8.9. DIVIDENDS. Prior to the Effective Date, the Indonesia Fund shall have declared and paid a dividend or dividends which, together with all such previous dividends, shall have the effect of distributing to its shareholders substantially all of its net investment company taxable income that has accrued through the Effective Date, if any (computed without regard to any deduction of dividends paid) (unless such amounts are immaterial), and substantially all of its net capital gain, if any, realized through the Effective Date. 9. PAYMENT OF EXPENSES 9.1. ALLOCATION. Each Fund will bear its own legal, accounting and mailing expenses relating to the Merger and one-half of all other Merger-related expenses (including, but not limited to, all costs related to the preparation and distribution of the N-14 Registration Statement, proxy solicitation expenses, SEC registration fees, and NYSE listing fees), except that if the Merger is consummated the Indonesia Fund shall bear the first $200,000 of expenses otherwise to be borne by the Jakarta Fund under this formula. If the Merger is not consummated for any reason other than a material breach by the Jakarta Fund of its obligations under this Agreement, the Indonesia Fund will bear all of the Jakarta Fund's ordinary Merger-related expenses, including its legal, accounting and mailing expenses as set forth above, but excluding any extraordinary expenses such as litigation expenses. Counsel to the Indonesia Fund has taken the lead role in drafting the N-14 Registration Statement and this Agreement, and the Indonesia Fund will bear the fees and expenses of such counsel. To give effect to the cost allocation set forth in this Section 9.1, the net asset value of the Jakarta Fund as of the Effective Date shall exclude the expenses of up to $200,000 and the liabilities of the Indonesia Fund as of the Effective Date will reflect up to $200,000 of costs to be assumed pursuant to this Section 9.1. 10. COOPERATION FOLLOWING EFFECTIVE DATE In case at any time after the Effective Date any further action is necessary to carry out the purposes of this Agreement, each of the Parties will take such further action (including the execution and delivery of such further instruments and documents) as any other Party may 23 reasonably request, all at the sole cost and expense of the requesting Party (unless the requesting Party is entitled to indemnification as described below). The Jakarta Fund acknowledges and agrees that from and after the Effective Date, the Indonesia Fund shall be entitled to possession of all documents, books, records, agreements and financial data of any sort pertaining to the Jakarta Fund. 11. INDEMNIFICATION 11.1. JAKARTA GROWTH FUND, INC. The Indonesia Fund agrees to indemnify and hold harmless the Jakarta Fund and each of the Jakarta Fund's directors and officers from and against any and all losses, claims, damages, liabilities or expenses (including, without limitation, the payment of reasonable legal fees and reasonable costs of investigation) to which jointly and severally, the Jakarta Fund or any of its directors or officers may become subject, insofar as any such loss, claim, damage, liability or expense (or actions with respect thereto) arises out of or is based on any breach by the Indonesia Fund of any of its representations, warranties, covenants or agreements set forth in this Agreement. 11.2. THE INDONESIA FUND, INC. The Jakarta Fund agrees to indemnify and hold harmless the Indonesia Fund and each of the Indonesia Fund's directors and officers from and against any and all losses, claims, damages, liabilities or expenses (including, without limitation, the payment of reasonable legal fees and reasonable costs of investigation) to which jointly and severally, the Indonesia Fund or any of its directors or officers may become subject, insofar as any such loss, claim, damage, liability or expense (or actions with respect thereto) arises out of or is based on any breach by the Jakarta Fund of any of its representations, warranties, covenants or agreements set forth in this Agreement. 12. TERMINATION, POSTPONEMENT AND WAIVERS 12.1. TERMINATION. (a) Notwithstanding anything to the contrary in this Agreement, this Agreement may be terminated and the Merger abandoned at any time (whether before or after adoption by the shareholders of each of the Parties) prior to the Effective Date, or the Effective Date may be postponed, (i) by mutual agreement of the Parties' Board of Directors; (ii) by the Board of Directors of the Indonesia Fund if any of the obligations of the Jakarta Fund set forth in this Agreement has not been fulfilled or waived by such Board or if the Jakarta Fund has made a material and intentional misrepresentation herein or in connection herewith; or (iii) by the Board of Directors of the Jakarta Fund if any of the obligations of the Indonesia Fund set forth in this Agreement has not been fulfilled or waived by such Board or if the Indonesia Fund has made a material and intentional misrepresentation herein or in connection herewith. (b) If the transaction contemplated by this Agreement shall not have been consummated by February 28, 2001, this Agreement automatically shall terminate on that date, unless a later date is mutually agreed to by the Boards of Directors of the Parties. 24 (c) In the event of termination of this Agreement pursuant to the provisions hereof, the Agreement shall become void and have no further effect, and there shall not be any liability hereunder on the part of either of the Parties or their respective directors or officers, except for any such material breach or intentional misrepresentation, as to each of which all remedies at law or in equity of the party adversely affected shall survive. 12.2. WAIVER. At any time prior to the Effective Date, any of the terms or conditions of this Agreement may be waived by the Board of Directors of either the Jakarta Fund or the Indonesia Fund (whichever is entitled to the benefit thereof), if, in the judgment of such Board after consultation with its counsel, such action or waiver will not have a material adverse effect on the benefits intended in this Agreement to the shareholders of the Fund, on behalf of which such action is taken. 12.3. EXPIRATION OF REPRESENTATIONS AND WARRANTIES. (a) The respective representations and warranties contained in Articles 3 and 4 of this Agreement shall expire with, and be terminated by, the consummation of the Merger, and neither of the Parties nor any of their officers, directors, agents or shareholders shall have any liability with respect to such representations or warranties after the Effective Date. This provision shall not protect any officer, director, agent or shareholder of the Parties against any liability to the entity for which that officer, director, agent or shareholder so acts or to its shareholders to which that officer, director, agent or shareholder would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties in the conduct of such office. (b) If any order or orders of the SEC with respect to this Agreement shall be issued prior to the Effective Date and shall impose any terms or conditions which are determined by action of the Boards of Directors of the Parties to be acceptable, such terms and conditions shall be binding as if a part of this Agreement without further vote or approval of the shareholders of the Parties, unless such terms and conditions shall result in a change in the method of computing the number of shares of Indonesia Fund Common Stock to be issued pursuant to this Agreement, in which event, unless such terms and conditions shall have been included in the proxy solicitation materials furnished to the shareholders of the Parties prior to the meetings at which the Merger shall have been approved, this Agreement shall not be consummated and shall terminate unless the Parties call special meetings of shareholders at which such conditions so imposed shall be submitted for approval. 25 13. MISCELLANEOUS 13.1. TRANSFER RESTRICTION. Pursuant to Rule 145 under the 1933 Act, and in connection with the issuance of any shares to any person who at the time of the Merger is, to its knowledge, an affiliate of a party to the Merger pursuant to Rule 145(c), the Indonesia Fund will cause to be affixed upon the certificate(s) issued to such person (if any) a legend as follows: THESE SHARES ARE SUBJECT TO RESTRICTIONS ON TRANSFER UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT TO THE INDONESIA FUND, INC. (OR ITS STATUTORY SUCCESSOR) UNLESS (I) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT OF 1933 OR (II) IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE FUND, SUCH REGISTRATION IS NOT REQUIRED. and, further, that stop transfer instructions will be issued to the Indonesia Fund's transfer agent with respect to such shares. The Jakarta Fund will provide the Indonesia Fund on the Effective Date with the name of any Jakarta Fund Shareholder who is to the knowledge of the Jakarta Fund an affiliate of it on such date. 13.2. MATERIAL PROVISIONS. All covenants, agreements, representations and warranties made under this Agreement and any certificates delivered pursuant to this Agreement shall be deemed to have been material and relied upon by each of the parties, notwithstanding any investigation made by them or on their behalf. 13.3. NOTICES. All notices, requests, demands, claims, and other communications hereunder will be in writing. Any notice, request, demand, claim or other communication hereunder shall be deemed duly given if (and then two business days after) it is sent by registered or certified mail, return receipt requested, postage prepaid, and addressed to the intended recipient as set forth below: If to the Indonesia Fund: Hal Liebes, Esq. Senior Vice President The Indonesia Fund, Inc. 466 Lexington Avenue New York, New York 10017 With copies to: Daniel Schloendorn, Esq. Willkie Farr & Gallagher 787 Seventh Avenue New York, New York 10019 Marco E. Adelfio, Esq. Morrison & Foerster 26 2000 Pennsylvania Avenue, N.W. Suite 5500 Washington, D.C. 20006 If to the Jakarta Fund: Nobuo Katayama President Jakarta Growth Fund, Inc. 180 Maiden Lane New York, New York 10038-4936 With copies to: John A. MacKinnon, Esq. Brown & Wood LLP One World Trade Center New York, New York 10048-0557 Marcia L. MacHarg, Esq. Debevoise & Plimpton 555 13th Street, N.W. Washington, D.C. 20004 Any Party may send any notice, request, demand, claim or other communication hereunder to the intended recipient at the address set forth above using any other means (including personal delivery, expedited courier, messenger service, telecopy, telex, ordinary mail or electronic mail), but no such notice, request, demand, claim, or other communication shall be deemed to have been duly given unless and until it actually is received by the intended recipient. Any Party may change the address to which notices, requests, demands, claims and other communications hereunder are to be delivered by giving the other Parties notice in the manner herein set forth. 13.4. AMENDMENTS. This Agreement may be amended, modified or supplemented in such manner as may be mutually agreed upon in writing by the authorized officers of the Indonesia Fund and the Jakarta Fund; provided, however, that following the meeting of the Indonesia Fund and Jakarta Fund shareholders to approve the Merger, no such amendment may have the effect of changing the provisions for determining the number of the Indonesia Fund shares to be issued to the Jakarta Fund shareholders under this Agreement to the detriment of such shareholders without their further approval. 13.5. HEADINGS. The Article headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. 13.6. COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. 27 13.7. ENFORCEABILITY. Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. 13.8. SUCCESSORS AND ASSIGNS. This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns, but no assignment or transfer hereof or of any rights or obligations hereunder shall be made by any party without the written consent of the other party. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm or corporation, other than the parties hereto and the shareholders of the Parties and their respective successors and assigns, any rights or remedies under or by reason of this Agreement, except for Section 6.9 hereof, which shall be for the benefit of, and enforceable by, the Indemnitees. 13.9. GOVERNING LAW. This Agreement shall be governed by, and construed and enforced in accordance with the laws of the State of New York, without regard to its principles of conflicts of law. 28 IN WITNESS WHEREOF, each of the Parties hereto has caused this Agreement to be executed by its President or Vice President and attested by its Secretary or Assistant Secretary. THE INDONESIA FUND, INC. By: ---------------------------- Name: ---------------------------- Attest: ---------------------------- Title: ---------------------------- JAKARTA GROWTH FUND, INC. By: ---------------------------- Name: ---------------------------- Attest: ---------------------------- Title: ---------------------------- 29 EXHIBIT B SECTIONS 3-202 THROUGH 3-213 OF THE MARYLAND GENERAL CORPORATION LAW 3-202 RIGHT TO FAIR VALUE OF STOCK. - (a) Except as provided in subsection (c) of this section, a stockholder of a Maryland corporation has the right to demand and receive payment of the fair value of the stockholder's stock from the successor if: (1) The corporation consolidates or merges with another corporation; (2) The stockholder's stock is to be acquired in a share exchange; (3) The corporation transfers its assets in a manner requiring action under Section 3-105(e) of this title; (4) The corporation amends its charter in a way which alters the contract rights, as expressly set forth in the charter, of any outstanding stock and substantially adversely affects the stockholders rights, unless the right to do so is reserved by the charter of the corporation; or (5) The transaction is governed by Section 3-602 of this title or exempted by Section 3-603(b) of this title. (b) (1) Fair value is determined as of the close of business: (i) With respect to a merger under Section 3-106 of this title of a 90 percent or more owned subsidiary with or into its parent corporation, on the day notice is given or waived under Section 3-106; or (ii) With respect to any other transaction, on the day the stockholders voted on the transaction objected to. (2) Except as provided in paragraph (3) of this subsection, fair value may not include any appreciation or depreciation which directly or indirectly results from the transaction objected to or from its proposal. (3) In any transaction governed by Section 3-602 of this title or exempted by Section 3-603(b) of this title, fair value shall be value determined in accordance with the requirements of Section 3-603(b) of this title. (c) Unless the transaction is governed by Section 3-602 of this title or is exempted by Section 3-603(b) of this title, a stockholder may not demand the fair value of the stockholder's stock and is bound by the terms of the transaction if: (1) The stock is listed on a national securities exchange, is designated as a national market system security on an interdealer quotation system by the National Association of Securities Dealers, Inc., or is designated for trading on the NASDAQ small cap market: (i) With respect to a merger under Section 3-106 of this title of a 90 percent or more owned subsidiary with or into its parent corporation, on the date notice is given or waived under Section 3-106; or B-1 (ii) With respect to any other transaction, on the record date for determining stockholders entitled to vote on the transaction objected to; (2) The stock is that of the successor in a merger; unless: (i) The merger alters the contract rights of the stock as expressly set forth in the charter, and the charter does not reserve the right to do so; or (ii) The stock is to be changed or converted in whole or in part in the merger into something other than either stock in the successor or cash, scrip, or other rights or interests arising out of provisions for the treatment of fractional shares of stock in the successor; (3) The stock is not entitled to be voted on the transaction or the stockholder did not own the shares of stock on the record date for determining stockholders entitled to vote on the transaction; (4) The charter provides that the holders of the stock are not entitled to exercise the rights of an objecting stockholder under this subtitle; or (5) The stock is that of an open-end investment company registered with the Securities and Exchange Commission under the Investment Company Act of 1940 and the value placed on the stock in the transaction is its net asset value. 3-203 PROCEDURE BY STOCKHOLDER. - (a) A stockholder of a corporation who desires to receive payment of the fair value of the stockholders stock under this subtitle: (1) Shall file with the corporation a written objection to the proposed transaction: (i) With respect to a merger under Section 3-106 of this title of a 90 percent or more owned subsidiary with or into its parent corporation, within 30 days after notice is given or waived under Section 3-106; or (ii) With respect to any other transaction, at or before the stockholders' meeting at which the transaction will be considered or, in the case of action taken under Section 2-505(b) of this article, within 10 days after the corporation gives the notice required by Section 2-505(b) of this article; (2) May not vote in favor of the transaction; and (3) Within 20 days after the Department accepts the articles for record, shall make a written demand on the successor for payment for the stockholder's stock, stating the number and class of shares for which the stockholder demands payment. B-2 (b) A stockholder who fails to comply with this section is bound by the terms of the consolidation, merger, share exchange, transfer of assets, or charter amendment. 3-204 EFFECT OF DEMAND ON DIVIDEND AND OTHER RIGHTS. - A stockholder who demands payment for his stock under this subtitle: (1) Has no right to receive any dividends or distributions payable to holders of record of that stock on a record date after the close of business on the day as at which fair value is to be determined under Section 3-202 of this subtitle; and (2) Ceases to have any rights of a stockholder with respect to that stock, except the right to receive payment of its fair value. 3-205 WITHDRAWAL OF DEMAND. - A demand for payment may be withdrawn only with the consent of the successor. 3-206 RESTORATION OF DIVIDEND AND OTHER RIGHTS. - (a) The rights of a stockholder who demands payment are restored in full, if: (1) The demand for payment is withdrawn; (2) A petition for an appraisal is not filed within the time required by this subtitle; (3) A court determines that the stockholder is not entitled to relief; or (4) The transaction objected to is abandoned or rescinded. (b) The restoration of a stockholder's rights entitles him to receive the dividends, distributions, and other rights he would have received if he had not demanded payment for his stock. However, the restoration does not prejudice any corporate proceedings taken before the restoration. 3-207 PROCEDURE BY SUCCESSOR. - (a) (1) The successor promptly shall notify each objecting stockholder in writing of the date the articles are accepted for record by the Department. (2) The successor also may send a written offer to pay the objecting stockholder what it considers to be the fair value of his stock. Each offer shall be accompanied by the following information relating to the corporation which issued the stock: (i) A balance sheet as of a date not more than six months before the date of the offer; (ii) A profit and loss statement for the 12 months ending on the date of the balance sheet; and B-3 (iii) Any other information the successor considers pertinent. (b) The successor shall deliver the notice and offer to each objecting stockholder personally or mail them to him by registered mail at the address he gives the successor in writing, or, if none, at his address as it appears on the records of the corporation which issued the stock. 3-208 PETITION FOR APPRAISAL; CONSOLIDATION OF PROCEEDINGS; JOINDER OF OBJECTORS. - (a) Within 50 days after the Department accepts the articles for record, the successor or an objecting stockholder who has not received payment for his stock may petition a court of equity in the county where the principal office of the successor is located or, if it does not have a principal office in this State, where the resident agent of the successor is located, for an appraisal to determine the fair value of the stock. (b) (1) If more than one appraisal proceeding is instituted, the court shall direct the consolidation of all the proceedings on terms and conditions it considers proper. (2) Two or more objecting stockholders may join or be joined in an appraisal proceeding. 3-209 CERTIFICATE MAY BE NOTED. - (a) At any time after a petition for appraisal is filed, the court may require the objecting stockholders parties to the proceeding to submit their stock certificates to the clerk of the court for notation on them that the appraisal proceeding is pending. If a stockholder fails to comply with the order, the court may dismiss the proceeding as to him or grant other appropriate relief. (b) If any stock represented by a certificate which bears a notation is subsequently transferred, the new certificate issued for the stock shall bear a similar notation and the name of the original objecting stockholder. The transferee of this stock does not acquire rights of any character with respect to the stock other than the rights of the original objecting stockholder. 3-210 APPRAISAL OF FAIR VALUE. - (a) If the court finds that the objecting stockholder is entitled to an appraisal of his stock, it shall appoint three disinterested appraisers to determine the fair value of the stock on terms and conditions the court considers proper. Each appraiser shall take an oath to discharge his duties honestly and faithfully. (b) Within 60 days after their appointment, unless the court sets a longer time, the appraisers shall determine the fair value of the stock as of the appropriate date and file a report stating the conclusion of the majority as to the fair value of the stock. (c) The report shall state the reasons for the conclusion and shall include a transcript of all testimony and exhibits offered. (d) (1) On the same day that the report is filed, the appraisers shall mail a copy of it to each party to the proceedings. (2) Within 15 days after the report is filed, any party may object to it and request a hearing. B-4 3-211 CONSIDERATION BY COURT OF APPRAISERS' REPORT. - (a) The court shall consider the report and, on motion of any party to the proceeding, enter an order which: (1) Confirms, modifies, or rejects it; and (2) If appropriate, sets the time for payment to the stockholder. (b) (1) If the appraisers' report is confirmed or modified by the order, judgment shall be entered against the successor and in favor of each objecting stockholder party to the proceeding for the appraised fair value of his stock. (2) If the appraisers' report is rejected, the court may: (i) Determine the fair value of the stock and enter judgment for the stockholder; or (ii) Remit the proceedings to the same or other appraisers on terms and conditions it considers proper. (c) (1) Except as provided in paragraph (2) of this subsection, a judgment for the stockholder shall award the value of the stock and interest from the date as to which fair value is to be determined under Section 3-202 of this subtitle, and (2) The court may not allow interest if it finds that the failure of the stockholder to accept an offer for the stock made under Section 3-207 of this subtitle was arbitrary and vexatious or not in good faith. In making this finding, the court shall consider: (i) The price which the successor offered for the stock; (ii) The financial statements and other information furnished to the stockholder; and (iii) Any other circumstances it considers relevant. (d) (1) The costs of the proceedings, including reasonable compensation and expenses of the appraisers, shall be set by the court and assessed against the successor. However, the court may direct the costs to be apportioned and assessed against any objecting stockholder if the court finds that the failure of the stockholder to accept an offer for the stock made under Section 3-207 of this subtitle was arbitrary and vexatious or not in good faith. In making this finding, the court shall consider: (i) The price which the successor offered for the stock; (ii) the financial statements and other information furnished to the stockholder; and (iii) Any other circumstances it considers relevant. B-5 (2) Costs may not include attorney's fees or expenses. The reasonable fees and expenses of experts may be included only if: (i) The successor did not make an offer for the stock under Section 3-207 of this subtitle; or (ii) The value of the stock determined in the proceeding materially exceeds the amount offered by the successor. (e) The judgment is final and conclusive on all parties and has the same force and effect as other decrees in equity. The judgment constitutes a lien on the assets of the successor with priority over any mortgage or other lien attaching on or after the effective date of the consolidation, merger, transfer, or charter amendment. 3-212 SURRENDER OF STOCK. - The successor is not required to pay for the stock of an objecting stockholder or to pay a judgment rendered against it in a proceeding for an appraisal unless, simultaneously with payment: (1) The certificates representing the stock are surrendered to it, indorsed in blank, and in proper form for transfer; or (2) Satisfactory evidence of the loss or destruction of the certificates and sufficient indemnity bond are furnished. 3-213 RIGHTS OF SUCCESSOR WITH RESPECT TO STOCK. - (a) A successor which acquires the stock of an objecting stockholder is entitled to any dividends or distributions payable to holders of record of that stock on a record date after the close of business on the day as at which fair value is to be determined under Section 3-202 of this subtitle. (b) After acquiring the stock of an objecting stockholder, a successor in a transfer of assets may exercise all the rights of an owner of the stock. (c) Unless the articles provide otherwise stock in the successor of a consolidation, merger, or share exchange otherwise deliverable in exchange for the stock of an objecting stockholder has the status of authorized but unissued stock of the successor. However, a proceeding for reduction of the capital of the successor is not necessary to retire the stock or to reduce the capital of the successor represented by the stock. B-6 PART B SUBJECT TO COMPLETION DATED OCTOBER 11, 2000 THE INDONESIA FUND, INC. STATEMENT OF ADDITIONAL INFORMATION MERGER OF JAKARTA GROWTH FUND, INC. 180 MAIDEN LANE, 26TH FLOOR NEW YORK, NEW YORK 10038-4936 (212) 509-8181 WITH AND INTO THE INDONESIA FUND, INC. 466 LEXINGTON AVENUE, 16TH FLOOR NEW YORK, NEW YORK 10017 (212) 875-3500 This Statement of Additional Information, or SAI, relates specifically to the proposed merger (the "Merger") of Jakarta Growth Fund, Inc. (the "Jakarta Fund") with and into The Indonesia Fund, Inc. (the "Indonesia Fund") in accordance with the General Corporation Law of the State of Maryland. This Statement of Additional Information consists of this cover page, the information contained herein, and the following documents, each of which has been filed electronically with the Securities and Exchange Commission (the "SEC") and is incorporated by reference herein: (1) The audited financial statements, notes to the audited financial statements and report of the independent accountants for the Jakarta Fund for the fiscal year ended March 31, 2000 included in the Jakarta Fund's 2000 Annual Report to Shareholders; and (2) The audited financial statements, notes to the audited financial statements and report of the independent accountants for the Indonesia Fund for the fiscal year ended December 31, 1999 included in the Indonesia Fund's 1999 Annual Report to Shareholders. This Statement of Additional Information is not a prospectus and should be read only in conjunction with the Proxy Statement/Prospectus dated November __, 2000, relating to the Merger. A copy of the Proxy Statement/Prospectus may be obtained without charge by writing to the Indonesia Fund at 466 Lexington Avenue, New York, New York 10017, to the Jakarta Fund at 180 Maiden Lane, New York, New York 10038-4936, or by calling Shareholders Communications Corporation at 1-(800) 403-7916. This Statement of Additional Information is dated November __, 2000 TABLE OF CONTENTS COMPARISON OF INVESTMENT OBJECTIVES AND POLICIES................................................3 MANAGEMENT OF THE FUNDS.........................................................................9 PORTFOLIO TRANSACTIONS.........................................................................14 TAXATION.......................................................................................15 FINANCIAL STATEMENTS...........................................................................22 PRO FORMA FINANCIAL STATEMENTS.................................................................22 APPENDIX A.....................................................................................36
2 COMPARISON OF INVESTMENT OBJECTIVES AND POLICIES ORGANIZATION. Both the Jakarta Fund and the Indonesia Fund are closed-end, non-diversified management investment companies registered under the Investment Company Act of 1940, or the Investment Company Act. The Jakarta Fund and the Indonesia Fund are sometimes collectively referred to in this SAI as the "Funds" and individually, as the context may require, as the "Fund." Both Funds are organized as corporations under the laws of the State of Maryland. The Indonesia Fund is managed and advised by Credit Suisse Asset Management, LLC, or CSAM, formerly known as BEA Associates. The Jakarta Fund is managed by Nomura Asset Management U.S.A., Inc., NAM-U.S.A. Nomura Asset Management Co., Ltd., NAM-LTD., acts as investment adviser to the Jakarta Fund and Nomura Asset Management Singapore, NAM-Singapore, acts as sub-investment adviser to the Jakarta Fund. The shares of common stock of the Indonesia Fund are listed and trade on the New York Stock Exchange, or NYSE, under the symbol "IF". The Jakarta Fund's shares of common stock are listed and trade on the Boston Stock Exchange, or BSE, under the symbol "JGF". The Jakarta Fund's shares also trade on the OTC Bulletin Board under the symbol "JGFI". The shares of common stock of each Fund have equal non-cumulative voting rights and equal rights with respect to dividends, assets and dissolution. Each Fund's shares of common stock are fully paid and non-assessable and have no preemptive, conversion or other subscription rights. Fluctuations in the market price of the Fund's shares is the principal investment risk of an investment in either Fund. Portfolio management, market conditions, investment policies and other factors affect such fluctuations. Although currently the investment objectives, policies and restrictions of the Funds are similar, there are differences between them, as discussed below. There can be no assurance that either Fund will achieve its stated objective. CURRENT INVESTMENT OBJECTIVES. Long-term capital appreciation is the principal investment objective of each Fund, although the Indonesia Fund also seeks income as a secondary consideration. Each Fund seeks to achieve its investment objective by investing primarily in Indonesian equity securities. The Jakarta Fund seeks to achieve its investment objective through investments primarily in equity securities of Indonesian companies and non-Indonesian companies that derive a significant proportion of their revenue from Indonesia or that hold a significant proportion of their assets in Indonesia. The Jakarta Fund's equity investments in Indonesian companies will consist primarily of securities listed on the Jakarta Stock Exchange. The Indonesia Fund seeks to achieve its investment objective by investing primarily in Indonesian equity and debt securities. The investment objective is a fundamental policy of each Fund and cannot be changed without the approval of the holders of a "majority of each Fund's outstanding voting securities." As used throughout this SAI, for each Fund, a "majority of the Fund's outstanding voting securities" means the lesser of: - 67% of the shares of that Fund's common stock represented at a meeting at which more than 50% of the outstanding shares of that Fund's common stock are represented, or - more than 50% of the outstanding shares of common stock. 3 COMPARISON OF CURRENT INVESTMENT POLICIES. A more detailed discussion of the current investment policies of each Fund can be found in the Proxy Statement/Prospectus. The discussion below is limited to describing non-principal investment strategies and related risks that may be employed by the Funds and related risks, as well as providing additional information on techniques already described in the Proxy Statement/Prospectus. REPURCHASE AGREEMENTS AND PARTICIPATION INTERESTS. Each Fund may invest in securities pursuant to repurchase agreements, although the Indonesia Fund will not invest more than 20% of its total assets in these instruments. Repurchase agreements are contracts under which the buyer of a security simultaneously buys and commits to resell the security to the seller at an agreed upon price and date. Repurchase agreements may involve risks in the event of default or insolvency of the seller, including possible delays or restrictions upon a Fund's ability to dispose of the underlying securities. The Indonesia Fund may, to the extent permitted by Indonesian law, also purchase loans or participation interests in loans ("Participations") that have been made by one or more banks in an amount up to 20% of its total assets. These investments will be, in CSAM's judgment, of a quality equivalent to investments bearing an "A" rating by Moody's Investors Services Inc. ("Moody's") or Standard & Poor's Rating Services Inc. ("S&P"). These interests may be backed by an agreement with a lending bank to repurchase the loans or by specific collateral. There is no readily available secondary trading market in such participation interests. The only Indonesian banks with which the Fund will enter into such arrangements will be banks regulated by Bank Indonesia having a net worth of more than US$200 million. Loan agreements may include various restrictive covenants designed to limit the activities of the borrower in an effort to protect the right of the lenders to receive timely payments of interest on and repayment of principal of the loans. Restrictive covenants in loan agreements may include mandatory prepayment provisions arising from excess cash flow and typically include restrictions on dividend payments, specific mandatory minimum financial ratios, limits on total debt and other financial tests. Breach of the covenants, if not waived by the lenders, is generally an event of default under the applicable loan agreement and may give the lenders the right to accelerate principal and interest payments. CSAM will consider the terms of any restrictive covenants, as well as the performance history of the loans, in deciding whether to invest in loans for the Indonesia Fund's portfolio. The Indonesia Fund's investment in Participations typically will result in the Fund having a contractual relationship only with the lender, not with the borrower. The Indonesia Fund normally will have the right to receive payments of principal, interest and any fees to which it is entitled only from the lender selling the Participation and only upon receipt by the lender of the payments from the borrower. In connection with purchasing Participations, the Indonesia Fund generally will have no right to enforce compliance by the borrower with the terms of the loan agreement, nor any rights of set-off against the borrower, and the Indonesia Fund may not directly benefit from any collateral supporting the loan in which it has purchased the Participation. As a result, the Indonesia Fund will assume the credit risk of both the borrower and the lender selling the Participation. In the event of the insolvency of the lender selling a Participation, the Indonesia Fund may be treated as a general creditor of the lender, and may not benefit from any set-off between the lender and the borrower. The Indonesia Fund will acquire 4 Participations only if the lender interpositioned between the Indonesia Fund and the borrower is deemed by CSAM to be creditworthy. DEBT SECURITIES. Each Fund may invest in Indonesian debt securities, although the Indonesia Fund may invest a substantial portion of its assets in these instruments when CSAM believes that it is appropriate. The Indonesia Fund, however, will not invest more than 5% of its assets in Indonesian debt securities that are determined by CSAM to be comparable to securities rated B or below by Moody's or S&P. The Jakarta Fund may not invest in lower-rated debt securities. The market value of debt obligations may be expected to vary depending upon, among other factors, interest rates, the ability of the issuer to repay principal and interest, any change in investment rating and general economic conditions. Bonds rated below investment grade may have speculative characteristics and changes in economic conditions or other circumstances are more likely to lead to a weakened capacity to make principal and interest payments than is the case with higher grade bonds. Investors should be aware that ratings are relative and subjective and are not absolute standards of quality. Securities rated below investment grade and comparable unrated securities: (i) will likely have some quality and protective characteristics that, in the judgment of the rating organizations, are outweighed by large uncertainties or major risk exposures to adverse conditions, and (ii) are predominately speculative with respect to the issuer's capacity to pay interest and repay principal in accordance with the terms of the obligation. While the market values of medium- and lower-rated securities and unrated securities of comparable quality tend to react less to fluctuations in interest rate levels than do those of higher-rated securities, the market values of certain of these securities also tend to be more sensitive to individual corporate developments and changes in economic conditions than higher-quality securities. In addition, medium- and lower-rated securities and comparable unrated securities generally present a higher degree of credit risk. Issuers of medium- and lower-rated securities and unrated securities are often highly leveraged and may not have more traditional methods of financing available to them so that their ability to service their obligations during an economic downturn or during sustained periods of rising interest rates may be impaired. The risk of loss due to default by such issuers is significantly greater because medium- and lower-rated securities and unrated securities generally are unsecured and frequently are subordinated to the prior payment of senior indebtedness. An economic recession could disrupt severely the market for such securities and may adversely affect the value of such securities and the ability of the issuers of such securities to repay principal and pay interest thereon. The Indonesia Fund may have difficulty disposing of certain of these securities because there may be a thin trading market. Because there is no established retail secondary market for many of these securities, the Indonesia Fund anticipates that these securities could be sold only to a limited number of dealers or institutional investors. To the extent a secondary trading market for these securities does exist, it generally is not as liquid as the secondary market for higher-rated securities. The lack of a liquid secondary market for certain lower-rated debt securities also may make it more difficult for the Indonesia Fund to 5 obtain accurate market quotations for purposes of valuing the Fund and calculating its net asset value. The market value of securities in medium- and lower-rated categories is also more volatile than that of higher quality securities. Factors adversely impacting the market value of these securities will adversely impact the Indonesia Fund's net asset value. The Indonesia Fund may incur additional expenses to the extent it is required to seek recovery upon a default in the payment of principal or interest on its portfolio holdings of such securities. At times, adverse publicity regarding lower-rated securities has depressed the prices for such securities to some extent. CURRENCY TRANSACTIONS. CSAM generally does not seek to hedge against declines in the value of the Indonesia Fund's non-dollar-denominated portfolio securities resulting from currency devaluations or fluctuations, but may do so in the future if deemed appropriate by CSAM. If suitable hedging instruments are available on a timely basis and on acceptable terms, CSAM may, in its discretion, hedge all or part of the value of the Indonesia Fund's non-dollar-denominated portfolio securities, although it is not obligated to do so. The Jakarta Fund may deal in forward foreign exchange contracts between the U.S. dollar and the Indonesian rupiah (the "Rupiah") as a hedge against possible variations in the foreign exchange rate between these currencies. Each Fund will be subject to the risk of changes in value of the Rupiah, unless it engages in hedging transactions. A forward currency contract involves an obligation to purchase or sell a specific currency at a future date, which may be any fixed number of days from the date of the contract agreed upon by the parties, at a price set at the time of the contract. Each Fund's dealings in forward currency contracts will be limited to hedging involving either specific transactions or portfolio positions. Transaction hedging is the purchase or sale of forward currency contracts with respect to specific receivables or payables of a Fund generally arising in connection with the purchase or sale of its portfolio securities or in anticipation of receipt of dividend or interest payments. Position hedging is the purchase or sale of forward currency contracts with respect to portfolio security positions denominated or quoted in the currency. The Indonesia Fund may not position hedge with respect to a particular currency to an extent greater than the aggregate market value (at the time of making such sale) of the securities held in its portfolio denominated or quoted in or currently convertible into that particular currency. If the Indonesia Fund enters into a position hedging transaction, the custodian of the Indonesia Fund's assets being hedged will segregate cash or readily marketable securities in an amount equal to the value of the Indonesia Fund's total assets committed to the consummation of the forward contract. If the value of the securities segregated declines, additional cash or securities will be segregated so that the value of these securities will equal the amount of the Indonesia Fund's commitment with respect to the contract. Each Fund may enter into forward foreign currency contracts in several circumstances. When a Fund enters into a contract for the purchase or sale of securities denominated in a foreign currency, or when a Fund anticipates the receipt in a foreign currency of interest or dividend payments, it may desire to "lock-in" the U.S. dollar price of the security or the U.S. dollar equivalent of such interest or dividend payment, as the case may be. By entering into a forward 6 contract for a fixed amount of dollars for the purchase or sale of the amount of foreign currency involved in the underlying transactions, a Fund will be able to protect itself against a possible loss resulting from an adverse change in the relationship between the U.S. dollar and the subject foreign currency during the period between the date on which the security is purchased or sold, or on which the dividend payment is declared, and the date on which such dividend or interest payment is to be received. At or before the maturity of a forward currency contract, a Fund may either sell a portfolio security and make delivery of the currency, or retain the security and offset its contractual obligation to deliver the currency by purchasing a second contract pursuant to which the Fund will obtain, on the same maturity date, the same amount of the currency that it is obligated to deliver. If a Fund retains the portfolio security and engages in an offsetting transaction, such Fund, at the time of execution of the offsetting transaction, will incur a gain or a loss to the extent that movement has occurred in forward contract prices. Should forward prices decline during the period between a Fund's entering into a forward contract for the sale of a currency and the date it enters into an offsetting contract for the purchase of the currency, such Fund will realize a gain to the extent the price of the currency it has agreed to sell exceeds the price of the currency it has agreed to purchase. Should forward prices increase, a Fund will suffer a loss to the extent the price of the currency it has agreed to purchase exceeds the price of the currency it has agreed to sell. The use of forward currency contracts does not eliminate fluctuations in the underlying prices of the securities, but it does establish a rate of exchange that can be achieved in the future. In addition, although forward currency contracts limit the risk of loss due to a decline in the value of the hedged currency, at the same time, they limit any potential gain that might result should the value of the currency increase. If a devaluation is generally anticipated, a Fund may not be able to contract to sell the currency at a price above the devaluation level it anticipates. The Jakarta Fund is also authorized to purchase or sell listed or over-the-counter foreign currency options, foreign currency futures and related options on foreign currency futures as a short or long hedge against possible variations in foreign exchange rates. These transactions may be effected with respect to hedges on non-U.S. dollar denominated securities owned by the Jakarta Fund, sold by the Jakarta Fund but not yet delivered, or committed or anticipated to be purchased by the Jakarta Fund. Although certain risks are involved in options and futures transactions, the Jakarta Fund believes that, because it will engage in options and futures transactions only for currency hedging purposes, its options and futures portfolio strategies will not subject it to certain risks frequently associated with speculation in options and futures transactions. The Jakarta Fund intends to enter into options and futures transactions, on an exchange or in the over-the-counter market, only if there appears to be a liquid secondary market for such options or futures. There can be no assurance, however, that a liquid secondary market will exist at any specific time. Thus, it may not be possible to close an options or future transaction. The inability to close options and futures positions also could have an adverse impact on the Jakarta Fund's ability to effectively hedge its portfolio. Due to the high volatility in the price of options, the Jakarta Fund bears a significant risk of losing the entire premium when it purchases put or call options. There is also the risk of loss by the Jakarta Fund of margin deposits or collateral in 7 the event of bankruptcy of a broker with whom the Fund has an open position in an option or futures contract. The liquidity of a secondary market in a futures contract may be adversely affected by "daily price fluctuation limits" established by commodity exchanges which limit the amount of fluctuation in a futures contract price during a single trading day. Once the daily limit has been reached in the contract, no trades may be entered into at a price beyond the limit, thus preventing the liquidation of open futures positions. Prices have in the past moved beyond the daily limit on a number of consecutive trading days. The successful use of these transactions also depends on the ability of the Jakarta Fund to forecast correctly the direction and extent of foreign exchange rate movements within a given time frame. To the extent these rates remain stable during the period in which a futures contract is held by the Jakarta Fund or move in a direction opposite to that anticipated, the Jakarta Fund may realize a loss on the hedging transaction which is not fully or partially offset by an increase in the value of portfolio securities. As a result, the Jakarta Fund's total return for such period may be less than if it had not engaged in the hedging transaction. 8 MANAGEMENT OF THE FUNDS DIRECTORS AND PRINCIPAL OFFICERS The names, addresses and principal occupations of the directors and principal officers of each Fund are described under "Management of the Funds -- Directors and Principal Officers" in the Proxy Statement/Prospectus. COMPENSATION OF DIRECTORS AND PRINCIPAL OFFICERS The following tables show certain compensation information for the directors of the Indonesia Fund for the fiscal year ended December 31, 1999 and for the directors of the Jakarta Fund for the fiscal year ended March 31, 2000. None of either Fund's executive officers or directors who are also officers or directors of that Fund's investment adviser(s) received any compensation from the Funds for such period. THE INDONESIA FUND
PENSION OR TOTAL TOTAL NUMBER RETIREMENT COMPENSATION OF BOARDS OF BENEFITS ESTIMATED FROM FUND AND CSAM-ADVISED AGGREGATE ACCRUED AS ANNUAL FUND COMPLEX INVESTMENT COMPENSATION PART OF FUND BENEFITS UPON PAID TO COMPANIES NAME OF DIRECTOR FROM FUND EXPENSES RETIREMENT DIRECTORS SERVED - -------------------------------------- ------------- ------------- ------------- ------------- ------------- Dr. Enrique R. Arzac(1)............ $ 0 0 0 $99,500 11 Richard H. Francis(2).............. $7,000 0 0 $45,250(2) 47 Lawrence J. Fox(1)................. $ 0 0 0 0 3 Peter J. Kaplan(3)................. $7,000 0 0 $7,000 1 C. Oscar Morong, Jr.(3)............ $6,500 0 0 $6,500 1 William W. Priest Jr.(4)........... $ 0 0 0 0 55
- -------------------------------------- (1) Dr. Arzac and Mr. Fox were elected to the Board of the Indonesia Fund on April 27, 2000. (2) As of July 6, 1999, Mr. Francis serves on the Board of 46 open-end investment companies advised by CSAM and this amount reflects compensation received from those funds for the six-month period ended December 31, 1999. Total compensation from the Fund complex is expected to be greater for the year ended December 31, 2000 as a result of Mr. Francis' full year of service as a Director to those open-end funds. (3) Mr. Morong resigned from the Board of the Indonesia Fund in August 1999. Mr. Kaplan passed away in January 2000. (4) Indicates interested directors of the Indonesia Fund. 9 THE JAKARTA FUND
TOTAL PENSION OR COMPENSATION RETIREMENT FROM FUND AND BENEFITS ESTIMATED FUND COMPLEX AGGREGATE ACCRUED AS ANNUAL PAID TO TOTAL NUMBER COMPENSATION PART OF FUND BENEFITS UPON DIRECTORS OF BOARDS OF FROM FUND EXPENSES RETIREMENT DURING THE NAM-U.S.A.-MANAGED FOR ITS FISCAL FOR ITS FISCAL FOR ITS FISCAL CALENDAR INVESTMENT YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED COMPANIES NAME OF DIRECTOR MARCH 31, 2000 MARCH 31, 2000 MARCH 31, 2000 DECEMBER 31, 1999* SERVED - -------------------------------- -------------- -------------- -------------- ------------------ ----------------- William G. Barker $7,500 $0 $0 $32,500 4 George H. Chittenden** $7,000 $0 $0 $32,500 4 Nobuo Katayama(1) $0 $0 $0 $0 4 Chor Weng Tan $7,000 $0 $0 $30,500 4 Arthur R. Taylor $7,500 $0 $0 $32,500 4 John F. Wallace(1) $0 $0 $0 $0 4
- -------------------------------- * In addition to the Jakarta Fund, the "Fund Complex" includes Japan OTC Equity Fund, Inc., Korea Equity Fund Inc. and Nomura Pacific Basin Fund, Inc. Because the funds in the Fund Complex do not share a common fiscal year, the information relating to compensation from the Fund Complex paid to the Directors is provided as of December 31, 1999. ** Mr. Chittenden passed away in September 2000. (1) Indicates interested directors of the Jakarta Fund. ADVISORY AND SUB-ADVISORY ARRANGEMENTS CSAM serves as the investment adviser to the Indonesia Fund pursuant to an advisory agreement with that Fund (the "CSAM Advisory Agreement"). NAM-U.S.A. acts as the Jakarta Fund's investment manager pursuant to a management agreement (the "NAM-U.S.A. Agreement"). NAM-U.S.A. has retained NAM to act as the Jakarta Fund's investment adviser pursuant to an investment advisory agreement (the "NAM Advisory Agreement"). NAM, in turn, has retained NAM-Singapore to act as the Jakarta Fund's sub-adviser pursuant to a sub-advisory agreement (the "NAM-Singapore Sub-Advisory Agreement"). The NAM-U.S.A. Agreement, the NAM Advisory Agreement and the NAM-Singapore Sub-Advisory Agreement are referred to collectively as the "NAM Advisory Agreements." The CSAM Advisory Agreement provides that CSAM shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Indonesia Fund in connection with the matters to which the CSAM Advisory Agreement relates, except liability resulting from willful misfeasance, bad faith or gross negligence on the part of CSAM in the performance of its duties or from reckless disregard of its obligations and duties under the CSAM Advisory Agreement. Under the NAM Advisory Agreements, no investment adviser will 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 Jakarta 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 under the applicable NAM Advisory Agreement. For more information about CSAM and the CSAM Advisory Agreement, see "Synopsis - Fees and Expenses - The Indonesia Fund," and "Management" in the Proxy 10 Statement/Prospectus. For more information about NAM-U.S.A., NAM, NAM-Singapore and the NAM-Advisory Agreements, see "Synopsis--Fees and Expenses--The Jakarta Fund" and "Management" in the Proxy Statement/Prospectus. The table below sets forth the investment advisory fees earned by CSAM for the Indonesia Fund for the last three fiscal years. December 31, 1997 $425,631 December 31, 1998 $113,027 December 31, 1999 $169,382
The table below sets forth the investment advisory fees earned by NAM-U.S.A., NAM and NAM-Singapore for the Jakarta Fund for the last three fiscal years. NAM U.S.A: March 31, 1998 $348,195 March 31, 1999 $104,629 March 31, 2000 $161,712 NAM: March 31, 1998 $159,116 March 31, 1999 $ 47,521 March 31, 2000 $ 68,222 NAM SINGAPORE: March 31, 1998 $ 79,558 March 31, 1999 $ 23,761 March 31, 2000 $ 34,111
For information about each Fund's custodian, transfer agent and registrar, see "Management of the Funds" in the Proxy Statement/Prospectus. For information about each Fund's independent accountants, see "Experts" in the Proxy Statement/Prospectus. DURATION AND TERMINATION; NON-EXCLUSIVE SERVICES Unless earlier terminated as described below, the CSAM Advisory Agreement remains in effect if approved annually by either (i) the Board of Directors of the Indonesia Fund or (ii) the "vote of a majority of the outstanding voting securities" of the Indonesia Fund, and in either 11 case, the vote of a majority of the Non-interested Directors (as defined in the Investment Company Act), cast in person at a meeting called for such purpose. The CSAM Advisory Agreement terminates automatically on its assignment by any party and may be terminated without penalty on 60 days' written notice by the Board of Directors or the vote of the holders of a majority of the Indonesia Fund's outstanding shares. CSAM may terminate the Advisory Agreement, without penalty, upon 90 days' written notice. Unless earlier terminated as described below, the NAM Advisory Agreements will remain in effect until August 1, 2002 and thereafter if approved annually by (i) the Board of Directors of the Jakarta Fund, or by the vote of a majority of the outstanding voting securities of the Jakarta Fund; and (ii) a majority of the Non-interested Directors, cast in person at a meeting called for such purpose. The NAM Advisory Agreements terminate automatically upon their assignment by any party and may be terminated at any time, without penalty, by the Board of Directors of the Jakarta Fund or by vote of a majority of the outstanding voting securities of the Jakarta Fund, or by the relevant investment adviser, on 60 days' written notice to the other party. The Administration Agreement between Bear Stearns Funds Management Inc. ("BSFM") and the Indonesia Fund is terminable on 60 days' notice by either party. The following table sets forth the amounts BSFM earned as administrative fees and the amounts CSAM was reimbursed for administrative fees. - --------------------------------------------------------------- Year Ended BSFM CSAM - --------------------------------------------------------------- December 31, 1997 $42,550 $5,544 - --------------------------------------------------------------- December 31, 1998 $11,303 $1,272 - --------------------------------------------------------------- December 31, 1999 $16,944 $2,871 - ---------------------------------------------------------------
The services of CSAM, NAM-U.S.A., NAM, NAM-Singapore and the Indonesia Fund's administrator are not deemed to be exclusive, and nothing in the relevant service agreements will prevent any of them or their affiliates from providing similar services to other investment companies and other clients (whether or not such clients' investment objectives and policies are similar to those of the relevant Fund) or from engaging in other activities. CODE OF ETHICS The Indonesia Fund and CSAM have each adopted a written Code of Ethics (the "Indonesia Fund Code"), which restricts the ability of certain personnel covered by the Indonesia Fund Code, such as directors, officers or advisory persons ("Access Persons"), to invest in securities, including securities that may be purchased by the Indonesia Fund. The purpose of the Indonesia Fund Code is to ensure that (i) the interests of CSAM clients, including the Indonesia Fund, is always placed first, (ii) all personal securities transactions be conducted in such a manner as to avoid any actual or potential conflict of interest or any abuse of an individual's position of trust and responsibility and (iii) Access Persons not take inappropriate advantage of their positions. The Indonesia Fund Code also contains provisions designed to address the conflicts of interest that could arise from personal trading by advisory personnel, including 12 requiring Access Persons to file initial holdings reports, quarterly transaction reports and annual holdings reports as required by Rule 17j-1(d) of the Investment Company Act. The Indonesia Fund Code also provides that (1) with certain limited exceptions, all advisory persons must obtain preclearance before executing any personal securities transactions; (2) Access Persons may not execute personal trades in a security if there are any pending orders in that security by the Indonesia Fund; and (3) advisory persons may not invest in initial public offerings. The Jakarta Fund, NAM-U.S.A., NAM and NAM-Singapore have each adopted a written Code of Ethics (the "Jakarta Fund Code"), which restricts the ability of certain personnel covered by the Jakarta Fund Code, such as directors, officers or advisory persons ("Access Persons"), to invest in securities, including securities that may be purchased or held by the Jakarta Fund. Like the Indonesia Fund Code, the purpose of the Jakarta Fund Code is to ensure that Access Persons do not take inappropriate advantage of their positions in effecting personal securities transactions and that personal securities transactions by Access Persons are conducted in such a manner as to avoid any actual or potential conflict of interest or abuse of an individual's position of responsibility. In this manner, the Jakarta Fund Code contains provisions that prohibit Access Persons from purchasing any security which, to his or her knowledge at the time, is being purchased or sold or is being considered for purchase or sale by the Jakarta Fund, except under limited circumstances such as automatic dividend reinvestment plans, non-volitional purchases or sales and other instances in which the Access Person has no direct or indirect control or influence over the transaction. Like the Indonesia Fund Code, the Jakarta Fund Code also contains provisions designed to address conflicts of interest that could arise from personal trading by advisory personnel, including requiring Access Persons to file initial holdings reports, quarterly transaction reports and annual holdings reports as required by Rule 17j-1(d) of the Investment Company Act. The Board of Directors of each Fund reviews the administration of its Code at least annually and may impose sanctions for violations of its Code. 13 PORTFOLIO TRANSACTIONS Each Fund's policy with respect to the execution of portfolio transactions is described in the Proxy Statement/Prospectus. See "Additional Information About The Funds--Portfolio Transactions." The aggregate amounts paid by the Jakarta Fund in brokerage commissions for the fiscal years ended March 31, 1997, 1998, 1999 and 2000 were $237,312, $16,455 and $83,230, respectively, and the aggregate amounts paid by the Indonesia Fund for the fiscal years ended December 31, 1997, 1998 and 1999 were $7,543, $67,897 and $109,298, respectively. For the fiscal year ended December 31, 1999, the Indonesia Fund did not pay any commissions to brokers and dealers who provided research services. The table below sets forth, for the last three fiscal years, (i) the total dollar amount of brokerage commissions paid by each Fund to affiliated brokers, (ii) the percentage of each Fund's aggregate brokerage commissions paid to affiliated brokers, and (iii) the percentage of each Fund's aggregate dollar amount of transactions involving the payment of commissions effected through affiliated brokers.
- ------------------------- ----------------------- ------------------------ ----------------------- ------------------------ PERCENTAGE OF AGGREGATE DOLLAR TOTAL DOLLAR AMOUNT PERCENTAGE OF AMOUNT OF OF BROKERAGE AGGREGATE TRANSACTIONS COMMISSIONS PAID TO BROKERAGE EFFECTED THROUGH FUND YEAR ENDED AFFILIATES COMMISSIONS AFFILIATES - ------------------------- ----------------------- ------------------------ ----------------------- ------------------------ Jakarta Fund March 31, 1998 $ 0 0% 0% - ------------------------- ----------------------- ------------------------ ----------------------- ------------------------ March 31, 1999 $ 0 0% 0% - ------------------------- ----------------------- ------------------------ ----------------------- ------------------------ March 31, 2000 $ 0 0% 0% - ------------------------- ----------------------- ------------------------ ----------------------- ------------------------ The Indonesia Fund December 31, 1997 $ 0 0% 0% - ------------------------- ----------------------- ------------------------ ----------------------- ------------------------ December 31, 1998 $ 0 0% 0% - ------------------------- ----------------------- ------------------------ ----------------------- ------------------------ December 31, 1999 $ 0 0% 0% - ------------------------- ----------------------- ------------------------ ----------------------- ------------------------
The Indonesia Fund has the benefit of an exemptive order of the SEC issued under the Investment Company Act authorizing the Fund and other investment companies advised by CSAM to co-invest in securities issued in privately-negotiated transactions, subject to the terms and conditions of the order. 14 TAXATION The following is a summary of certain material United States federal income tax considerations, and Indonesian tax considerations, regarding the purchase, ownership and disposition of shares in either Fund. Each prospective shareholder is urged to consult his or her own tax adviser with respect to the specific federal, state, local and foreign tax consequences of investing in either Fund. The summary is based on the laws in effect on the date of this SAI, which are subject to change. UNITED STATES FEDERAL INCOME TAXES THE FUNDS AND THEIR INVESTMENTS Each Fund has qualified, and intends to continue to qualify and elect to be treated, as a regulated investment company for each taxable year under the Code. To so qualify, each Fund must, among other things: (a) derive at least 90% of its gross income in each taxable year from dividends, interest, payments with respect to securities loans and gains from the sale or other disposition of stock or securities or foreign currencies, or other income (including, but not limited to, gains from options, futures or forward contracts) derived with respect to its business of investing in such stock, securities or currencies; and (b) diversify its holdings so that, at the end of each quarter of that Fund's taxable year, (i) at least 50% of the market value of that Fund's assets is represented by cash, securities of other regulated investment companies, United States government securities and other securities, with such other securities limited, in respect of any one issuer, to an amount not greater than 5% of that Fund's assets and not greater than 10% of the outstanding voting securities of such issuer and (ii) not more than 25% of the value of its assets is invested in the securities (other than United States government securities or securities of other regulated investment companies) of any one issuer or any two or more issuers that such Fund controls and which are determined to be engaged in the same or similar trades or businesses or related trades or businesses. Each Fund expects that all of its foreign currency gains will be directly related to its principal business of investing in stocks and securities. As a regulated investment company, neither Fund will be subject to United States federal income tax on its net investment income (I.E., income other than its net realized long-term and short-term capital gains) and its net realized long-term and short-term capital gains, if any, that it distributes to its shareholders, provided that an amount equal to at least 90% of its investment company taxable income (I.E., 90% of its taxable income minus the excess, if any, of its net realized long-term capital gains over its net realized short-term capital losses (including any capital loss carryovers), plus or minus certain other adjustments as specified in section 852 of the Code) for the taxable year is distributed to its shareholders, but will be subject to tax at regular corporate rates on any income or gains that it does not distribute. Furthermore, each Fund will be subject to a United States corporate income tax with respect to such distributed amounts in any year that it fails to qualify as a regulated investment company or fails to meet this distribution requirement. Any dividend declared by either Fund in October, November or December of any calendar year and payable to shareholders of record on a specified date in such a month shall be deemed to have been received by each shareholder on December 31 of such calendar year and to have been paid by that Fund not later than such December 31, provided that such dividend is actually paid by that Fund during January of the following calendar year. 15 Each Fund intends to distribute annually to its shareholders substantially all of its investment company taxable income. The Jakarta Fund also intends to distribute, at least annually, all of its net realized capital gains, if any. The Board of Directors of the Indonesia Fund will determine annually whether to distribute any such net realized long-term capital gains in excess of net realized short-term capital losses (including any capital loss carryovers). The Indonesia Fund currently expects to distribute any such excess annually to its shareholders. However, if the Indonesia Fund retains for investment an amount equal to its net long-term capital gains in excess of its net short-term capital losses and capital loss carryovers, it will be subject to a corporate tax (currently at a rate of 35%) on the amount retained. In that event, the Indonesia Fund expects to designate such retained amounts as undistributed capital gains in a notice to its shareholders who (a) will be required to include in income for United States federal income tax purposes, as long-term capital gains, their proportionate shares of the undistributed amount, (b) will be entitled to credit their proportionate shares of the 35% tax paid by that Fund on the undistributed amount against their United States federal income tax liabilities, if any, and to claim refunds to the extent their credits exceed their liabilities, if any, and (c) will be entitled to increase their tax basis, for United States federal income tax purposes, in their shares by an amount equal to 65% of the amount of undistributed capital gains included in the shareholder's income. The Code imposes a 4% nondeductible excise tax on each Fund to the extent such Fund does not distribute by the end of any calendar year at least 98% of its net investment income for that year and 98% of the net amount of its capital gains (both long-term and short-term) for the one-year period ending, as a general rule, on October 31 of that year. For this purpose, however, any income or gain retained by the Indonesia Fund that is subject to corporate income tax will be considered to have been distributed by year-end. In addition, the minimum amounts that must be distributed in any year to avoid the excise tax will be increased or decreased to reflect any underdistribution or overdistribution, as the case may be, from the previous year. Each Fund anticipates that it will pay such dividends and will make such distributions as are necessary in order to avoid the application of this tax. Exchange control regulations may restrict repatriations of investment income and capital or the proceeds of securities sales by foreign investors such as the Funds and may limit the Funds' abilities to pay sufficient dividends and to make sufficient distributions to satisfy the 90% and excise tax distribution requirements. Each Fund will maintain accounts and calculate income in U.S. dollars. In general, gains and losses on the disposition, or receipt of principal, of debt securities denominated in a foreign currency that are attributable to fluctuation in exchange rates between the date the debt security is acquired and the date of disposition, or receipt of principal, gains and losses attributable to fluctuations in exchange rates that occur between the time such Fund accrues interest or other receivables or accrues expenses or other liabilities denominated in a foreign currency and the time such Fund actually collects such receivables or pays such liabilities, and gains and losses from the disposition of foreign currencies and foreign currency forward contracts will be treated as ordinary income or loss. If either Fund acquires a debt security denominated in Rupiah, such security may bear interest at a high nominal rate that takes into account expected decreases in the value of the principal amount of the security due to anticipated devaluations of the currency. In the case of such debt securities, each Fund would be required to include the stated interest in income as it accrues, but would generally realize an ordinary loss attributable to devaluations of 16 the currency with respect to principal only when the security is disposed of or the principal amount is received. Each Fund's transactions in foreign currencies, forward contracts, options and futures contracts (including options and futures contracts on foreign currencies) will be subject to special provisions of the Code that, among other things, may affect the character of gains and losses realized by such Fund (I.E., may affect whether gains or losses are ordinary or capital), accelerate recognition of income to such Fund and defer the Fund's losses. These rules could therefore affect the character, amount and timing of distributions to shareholders. These provisions also (a) will require each Fund to mark-to-market certain types of the positions in its portfolio (I.E., treat them as if they were closed out) and (b) may cause each Fund to recognize income without receiving cash with which to pay dividends or make distributions in amounts necessary to satisfy the distribution requirements for avoiding income and excise taxes. Each Fund will monitor its transactions, will make the appropriate tax elections and will make the appropriate entries in its books and records when it acquires any foreign currency, forward contract, option, futures contract or hedged investment in order to mitigate the effect of these rules and prevent disqualification of such Fund as a regulated investment company. PASSIVE FOREIGN INVESTMENT COMPANIES If either Fund purchases shares in certain foreign investment entities, called "passive foreign investment companies" (a "PFIC"), that Fund may be subject to United States federal income tax on a portion of any "excess distribution" or gain from the disposition of such shares even if such income is distributed as a taxable dividend by the Fund to its shareholders. Additional charges in the nature of interest may be imposed on that Fund in respect of deferred taxes arising from such distributions or gains. If such Fund were to invest in a PFIC and elected to treat the PFIC as a "qualified electing fund" under the Code (a "QEF Election"), in lieu of the foregoing requirements, such Fund would be required to include in income each year a portion of the ordinary earnings and net capital gains of the qualified electing fund, even if not distributed to the Fund, and such amounts would be subject to the 90% and excessive tax distribution requirements described above. Alternatively, either Fund may make a mark-to-market election that will result in such Fund being treated as if it had sold and repurchased all of the PFIC stock at the end of each year for its fair market value. In such case, the Fund would report any such gains as ordinary income and would deduct any such losses as ordinary losses to the extent of previously recognized gains. The election, once made, would be effective for all subsequent taxable years of the Fund, unless revoked with the consent of the IRS. By making the election, the Fund could potentially ameliorate the adverse tax consequences with respect to its ownership of shares in a PFIC, but in any particular year may be required to recognize income in excess of the distributions it receives from PFICs and its proceeds from dispositions of PFIC stock. Such Fund may have to distribute this "phantom" income and gain to satisfy the 90% distribution requirement and to avoid imposition of the 4% excise tax. Each Fund will make the appropriate tax elections if possible, and take any additional steps that are necessary to mitigate the effect of these rules. DIVIDENDS AND DISTRIBUTIONS Dividends of net investment income and distributions of net realized short-term capital gains are taxable to a United States shareholder as ordinary income, whether paid in cash or in 17 shares. Distributions of net long-term capital gains, if any, that either Fund designates as capital gains dividends are taxable as long-term capital gains, whether paid in cash or in shares and regardless of how long a shareholder has held shares of the Fund. Dividends and distributions paid by a Fund (except for the portion thereof, if any, attributable to dividends on stock of U.S. corporations received by the Fund) will not qualify for the deduction for dividends received by corporations. Distributions in excess of such Fund's current and accumulated earnings and profits will, as to each shareholder, be treated as a tax-free return of capital, to the extent of a shareholder's basis in his shares of the Fund, and as a capital gain thereafter (if the shareholder held his shares of the Fund as capital assets). Shareholders reinvesting dividends or distributions in shares pursuant to each Fund's Dividend Reinvestment Plan will be treated for United States federal income tax purposes as receiving a distribution in the amount equal to the amount of money that the shareholders receiving cash dividends or distributions will receive, and will have a cost basis in the shares received equal to such amount. Investors considering buying shares just prior to a dividend or capital gain distribution should be aware that, although the price of shares just purchased at that time may reflect the amount of the forthcoming distribution, those who purchase just prior to a distribution will receive a distribution which nevertheless will be taxable to them. If either Fund is the holder of record of any stock on the record date for any dividends payable with respect to such stock, such dividends are included in the Fund's gross income not as of the date received but as of the later of (a) the date such stock became ex-dividend with respect to such dividends (I.E., the date on which a buyer of the stock would not be entitled to receive the declared, but unpaid, dividends) or (b) the date the Fund acquired such stock. Accordingly, in order to satisfy its income distribution requirements, the Fund may be required to pay dividends based on anticipated earnings, and shareholders may receive dividends in an earlier year than would otherwise be the case. SALES OF SHARES Upon the sale or exchange of his shares, a shareholder will realize a taxable gain or loss equal to the difference between the amount realized and his basis in his shares. Such gain or loss will be treated as capital gain or loss, if the shares are capital assets in the shareholder's hands, and will be long-term capital gain or loss if the shares are held for more than one year and short-term capital gain or loss if the shares are held for one year or less. Any loss realized on a sale or exchange will be disallowed to the extent the shares disposed of are replaced, including replacement through the reinvesting of dividends and capital gains distributions in a Fund under the applicable Dividend Reinvestment Plan, within a period of 61 days beginning 30 days before and ending 30 days after the disposition of the shares. In such a case, the basis of the shares acquired will be increased to reflect the disallowed loss. Any loss realized by a shareholder on the sale of a Fund share held by the shareholder for six months or less will be treated for United States income tax purposes as a long-term capital loss to the extent of any distributions or deemed distributions of long-term capital gains received by the shareholder with respect to such share. 18 FOREIGN TAXES Income received by a Fund from sources within countries other than the United States may be subject to withholding and other taxes imposed by such countries, which will reduce the amount available for distribution to shareholders. If more than 50% of the value of a Fund's total assets at the close of its taxable year consists of securities of foreign corporations, that Fund will be eligible and intends to elect to "pass-through" to shareholders the amount of foreign income and similar taxes it has paid. Pursuant to this election, shareholders of the Fund will be required to include in gross income (in addition to the full amount of the taxable dividends actually received) their pro rata share of the foreign taxes paid by that Fund. Each such shareholder will also be entitled either to deduct (as an itemized deduction) its pro rata share of such foreign taxes in computing its taxable income or to claim a foreign tax credit against its U.S. federal income tax liability, subject to limitations. No deduction for foreign taxes may be claimed by a shareholder who does not itemize deductions, but such a shareholder may be eligible to claim the foreign tax credit. The deduction for foreign taxes is not allowable in computing alternative minimum taxable income. Each shareholder will be notified within 60 days after the close of that Fund's calendar year whether the foreign taxes paid by the Fund will "pass through" for that year. Generally, a credit for foreign taxes is subject to the limitation that it may not exceed the shareholder's U.S. tax attributable to his or her foreign source taxable income. For this purpose, if the pass-through election is made, the source of each Fund's income flows through to its shareholders. Any gains from the sale of securities by a Fund will be treated as derived from U.S. sources and certain currency fluctuation gains, including fluctuation gains from foreign currency-denominated debt securities, receivables and payables, will be treated as ordinary income derived from U.S. sources. The limitation on the foreign tax credit is applied separately to foreign source passive income (as defined for purposes of the foreign tax credit), including the foreign source passive income passed through by a Fund. Because of the limitation, shareholders taxable in the United States may be unable to claim a credit for the full amount of their proportionate share of the foreign taxes paid by a Fund. The foreign tax credit also cannot be used to offset more than 90% of the alternative minimum tax (as computed under the Code for purposes of this limitation) imposed on corporations and individuals. BACKUP WITHHOLDING Each Fund may be required to withhold, for United States federal income tax purposes, 31% of the dividends and distributions payable to shareholders who fail to provide such Fund with their correct taxpayer identification number or to make required certifications, or who have been notified by the Internal Revenue Service that they are subject to backup withholding. Corporate shareholders and certain other shareholders are or may be exempt from backup withholding. Backup withholding is not an additional tax and any amount withheld may be credited against a shareholder's United States federal income tax liabilities. Additional tax withholding requirements which apply with respect to foreign investors are discussed below. FOREIGN SHAREHOLDERS Taxation of a shareholder who, as to the United States, is a foreign investor (such as a nonresident alien individual, a foreign trust or estate, a foreign corporation or a foreign 19 partnership) depends, in part, on whether the shareholder's income from a Fund is "effectively connected" with a United States trade or business carried on by the shareholder. If the foreign investor is not a resident alien and the income from such Fund is not effectively connected with a United States trade or business carried on by the foreign investor, distributions of net investment income and net realized short-term capital gains will be subject to a 30% (or lower treaty rate) United States withholding tax. Furthermore, foreign investors may be subject to an increased United States tax on their income resulting from that Fund's election (described above) to "pass-through" amounts of foreign taxes paid by such Fund, but may not be able to claim a credit or deduction with respect to the foreign taxes treated as having been paid by them. Distributions to a non-resident alien of net realized long-term capital gains, amounts retained by the Indonesia Fund which are designated as undistributed capital gains, if any, and gains realized upon the sale of shares of a Fund generally will not be subject to United States tax unless the foreign investor who is a nonresident alien individual is physically present in the United States for more than 182 days during the taxable year. However, a determination by the Indonesia Fund not to distribute long-term capital gains will cause that Fund to incur a U.S. federal tax liability with respect to retained long-term capital gains, thereby reducing the amount of cash held by the Fund that is available for investment, and the foreign investor may not be able to claim a credit or deduction with respect to such taxes. In general, if a foreign investor is a resident alien or if dividends or distributions from a Fund are effectively connected with a United States trade or business carried on by the foreign investor, then dividends of net investment income, distributions of net short-term and long-term capital gains, amounts retained by the Indonesia Fund that are designated as undistributed capital gains and any gains realized upon the sale of shares of a Fund will be subject to United States income tax at the rates applicable to United States citizens or domestic corporations. If the income from a Fund is effectively connected with a United States trade or business carried on by a foreign investor that is a corporation, then such foreign investor may also be subject to the 30% (or lower treaty rate) branch profits tax. The tax consequences to a foreign shareholder entitled to claim the benefits of an applicable tax treaty may be different from those described in this section. Shareholders may be required to provide appropriate documentation to establish their entitlement to the benefits of such a treaty. Foreign investors are advised to consult their own tax advisers with respect to (a) whether their income from a Fund is or is not effectively connected with a United States trade or business carried on by them, (b) whether they may claim the benefits of an applicable tax treaty, and (c) any other tax consequences to them of an investment in a Fund. NOTICES Shareholders will be notified annually by each Fund as to the United States federal income tax status of the dividends, distributions and deemed distributions made by the Fund to its shareholders. Furthermore, shareholders will also receive, if appropriate, various written notices after the close of each Fund's taxable year regarding the United States federal income tax status of certain dividends, distributions and deemed distributions that were paid (or that are treated as having been paid) by the Fund to its shareholders during the preceding taxable year. 20 INDONESIAN TAXES Under Indonesian tax laws, a withholding tax is imposed on dividends and interest income from Indonesian sources at a maximum rate of 15% and such withholding taxes are reflected as a reduction of the related revenue. There is no withholding tax on realized gains. In addition, each Fund is subject to a tax at a rate of 0.1% on the gross sales proceeds on the disposition of equity securities listed on the Indonesian stock exchanges. No further Indonesian tax is applicable to the Funds, or their shareholders, other than shareholders (such as residents of Indonesia) who are subject to tax in Indonesia for reasons other than their status as shareholders in the Funds. This summary of Indonesian tax laws is based upon current law and interpretations thereof. No assurance can be given that applicable tax laws and interpretations thereof will not change in the future. No advance rulings have been sought or obtained from the Indonesian authorities. OTHER TAXATION Distributions also may be subject to additional state, local and foreign taxes depending on each shareholder's particular situation. THE FOREGOING IS ONLY A SUMMARY OF CERTAIN MATERIAL TAX CONSEQUENCES AFFECTING THE FUNDS AND THEIR SHAREHOLDERS. SHAREHOLDERS ARE ADVISED TO CONSULT THEIR OWN TAX ADVISERS WITH RESPECT TO THE PARTICULAR TAX CONSEQUENCES TO THEM OF AN INVESTMENT IN THE INDONESIA FUND. 21 FINANCIAL STATEMENTS The audited financial statements, notes to the financial statements and report of the independent auditors of the Indonesia Fund for the fiscal year ended December 31, 1999 and the Jakarta Fund for the fiscal year ended March 31, 2000 are incorporated by reference herein and are included in the Funds' Annual Reports to Shareholders. The Annual Reports may be obtained without charge, by writing to Shareholder Communications Corporation, 17 State Street, New York, New York 10004, or by calling 1-(800) 403-7916. PRO FORMA FINANCIAL STATEMENTS The following tables set forth the unaudited pro forma condensed statement of assets and liabilities, unaudited pro forma condensed statement of operations and the unaudited pro forma schedule of investments for each Fund as of and for the twelve month period ended June 30, 2000 and as adjusted to give effect to the Merger. 22 PRO FORMA CONDENSED STATEMENT OF ASSETS AND LIABILITIES AS OF JUNE 30, 2000 (UNAUDITED)
THE INDONESIA JAKARTA GROWTH PRO FORMA FUND, INC. FUND, INC. ADJUSTMENTS COMBINED -------------- --------------- ---------------- --------------- ASSETS Investments, at value $10,949,960 $ 8,668,957 $ 19,618,917 Cash 612,639 94,169 706,808 Receivables: Investments sold -- 151,514 151,514 Dividends and interest 4,797 7,172 11,969 Prepaid expenses 8,193 13,104 $ (13,104)(a) 8,193 ------------ ----------- ---------- ------------- Total Assets 11,575,589 8,934,916 (13,104) 20,497,401 =========== =========== =========== ============= LIABILITIES Payables: Merger related expenses -- -- 357,000(b) 357,000 Investments purchased -- 493,068 493,068 Investment advisory fees 31,389 18,893 50,282 Administration fees 4,201 -- 4,201 Other accrued expenses 90,507 55,517 146,024 ------------ ----------- ---------- ------------- Total Liabilities 126,097 567,478 357,000 1,050,575 ------------ ----------- ---------- ------------- Net Assets $11,449,492 $ 8,367,438 $(370,104) $ 19,446,826 ============ =========== ========= ============= Net Assets Consist Of: Capital stock, shares issued and outstanding $ 4,609 $ 501,756 $(498,289)(c) $ 8,076 Paid-in-capital 60,557,698 52,674,471 498,289(c) 113,730,458 Accumulated net investment loss (188,631) (59,194) (617,929) Accumulated net realized loss on investments and foreign currency related transactions (43,078,561) (38,730,622) (370,104)(a)(b) (81,809,183) Net unrealized depreciation in value of investments and translation of other assets and liabilities denominated in foreign currencies (5,845,623) (6,018,973) (11,864,596) ------------ ----------- ---------- ------------- Net Assets applicable to shares outstanding $11,449,492 $ 8,367,438 $(370,104) $ 19,446,826 ============ =========== ========= ============= Shares Outstanding 4,608,989 5,017,564 8,075,518 ------------ ----------- ------------- Net Asset Value $2.48 $1.67 $2.41 ============ =========== =============
See accompanying notes to the Pro Forma Financial Statements. 23 PRO FORMA CONDENSED STATEMENT OF OPERATIONS FOR THE YEAR ENDED JUNE 30, 2000 (UNAUDITED)
THE INDONESIA JAKARTA GROWTH SURVIVING FUND FUND, INC. FUND, INC. ADJUSTMENTS PRO FORMA -------------- --------------- ---------------- --------------- INVESTMENT INCOME Income: Dividends $ 163,508 $ 131,025 $ -- $ 294,533 Interest 55,513 32,156 -- 87,669 Less: Foreign taxes withheld (24,526) (19,654) -- (44,180) ------------- ------------ ----------- ------------- Total Investment Income 194,495 143,527 -- 338,022 ------------- ------------ ----------- ------------- Expenses: Investment advisory fees 169,062 149,962 (31,842)(d) 287,182 Audit and tax reporting fees 38,430 48,678 (47,108)(e) 40,000 Legal fees 46,378 46,116 (42,494)(e) 50,000 Administration fees 21,297 -- 14,703 (f) 36,000 Custodian fees 70,272 118,040 (113,312)(g) 75,000 Printing/Shareholder reports 70,030 35,136 (30,166)(e) 75,000 Accounting fees 45,124 -- (124)(e) 45,000 Directors' fees 22,144 33,556 (30,700)(e) 25,000 Transfer agent fees 33,410 15,006 (13,416)(e) 35,000 Annual meeting expenses -- 20,130 (20,130)(e) 0 NYSE listing/Registration fees 16,215 26,736 (26,781)(e) 16,170 Insurance 8,601 3,660 (3,061)(e) 9,200 Other 19,876 5,124 (5,000)(e) 20,000 ------------- ------------ ----------- ------------- Total Expenses 560,839 502,144 (349,431) 713,552 ------------- ------------ ----------- ------------- Net Investment Loss (366,344) (358,617) 349,431 (375,530) ------------- ------------ ----------- ------------- NET REALIZED AND UNREALIZED LOSS ON INVESTMENTS AND FOREIGN CURRENCY RELATED TRANSACTIONS Net realized loss from: Investments (1,455,286) (1,040,537) -- (2,495,823) Foreign Currency related transactions (51,388) (2,788,157) -- (2,839,545) Net change in unrealized depreciation in value of investments and translation of other assets and liabilities denominated in foreign currencies (8,760,339) (3,612,262) -- (12,372,601) ------------- ------------ ----------- ------------- Net realized and unrealized loss on investments and foreign currency related transactions (10,267,013) (7,440,956) -- (17,707,969) ------------- ------------ ----------- ------------- NET DECREASE IN NET ASSETS RESULTING $ (10,633,357) $ (7,799,573) $ (349,431) $ (18,083,499) FROM OPERATIONS ============= ============ =========== =============
See accompanying notes to the Pro Forma Financial Statements. 24 Jakarta Growth Fund, Inc. The Indonesia Fund, Inc. Notes to Pro Forma Financial Statements (unaudited) 1. Basis of Combination. The unaudited Pro Forma Condensed Portfolio of Investments, Pro Forma Condensed Statement of Assets and Liabilities and Pro Forma Condensed Statement of Operations give effect to the proposed merger (the "Merger") of the Jakarta Growth Fund, Inc. ("JGF") into The Indonesia Fund, Inc. ("IF"). The proposed Merger will be accounted for by the method of accounting for tax-free mergers of investment companies (sometimes referred to as the pooling-of-interest basis). As a result of the Merger, each share of common stock of JGF will convert into an equivalent dollar amount (to the nearest one ten-thousandth of one cent) of full shares (and the right to receive cash in lieu of fractional shares) of common stock of IF, based on the net asset value per share of each Fund. The pro forma combined statements should be read in conjunction with the historical financial statements of the constituent Fund and the notes thereto incorporated by reference in the Registration Statement filed on Form N-14. IF and JGF are both closed-end, non-diversified management investment companies registered under the Investment Company Act of 1940, as amended. Pro Forma Adjustments: The Pro Forma adjustments below reflect the impact of the Merger between IF and JGF. (a) To remove certain prepaid expenses associated with JGF, in the statement of assets and liabilities, which will not be assumed by IF. (b) To reflect estimated expenses to be incurred in connection with the Merger. In addition, IF will assume all of JGF's Merger-related expenses up to $200,000. (c) To restate the common stock par value of JGF ($0.10 per share) to conform with the common stock par value of IF ($0.001 per share). (d) Adjustment based on contractual agreement with the investment advisor for the combined Fund. (e) Assumes elimination of duplicative charges in the combination and reflects management's estimates of combined pro forma operations. (f) Adjustment based on the contractual agreement with the administrator for the combined Fund. (g) Adjustment based on the contractual agreement with the custodian for the combined Fund. 25 2. Significant Accounting Policies The following is a summary of significant accounting policies which are consistently followed by each of IF and JGF in the preparation of its financial statements. MANAGEMENT ESTIMATES: The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires management to make certain estimates and assumptions that may affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates. PORTFOLIO VALUATION: Investments of each Fund are stated at value in each Fund's financial statements. All equity securities of the Indonesia Fund are valued at the closing price on the exchange or market on which the security is primarily traded ("Primary Market"). If the security did not trade on the Primary Market, it shall be valued at the closing price on another exchange where it trades. If there are no such sale prices, the value shall be the most recent bid price, and if there is no bid price, the security shall be valued at the most recent asked price. If no pricing service is available and there are more than two dealers, the value shall be the mean of the highest bid price and lowest ask price. If there is only one dealer, then the value shall be the mean if bid and ask prices are available, otherwise the value shall be the bid price. The Indonesia Fund uses a local market quotation for investments in the banking sector. Both Funds value short-term investments having a maturity of 60 days or less on the basis of amortized cost. Investments traded on stock exchanges are valued by the Jakarta Fund at the last sale price on the principal market on which such securities are traded as of the close of business on the day the securities are being valued or, lacking any sales, at the last available bid price. Securities traded in the over-the-counter market are valued by the Jakarta Fund at the last reported sales price as of the close of business on the day the securities are being valued or, if none is available, at the mean of the bid and offer price at the close of the day. Short-term debt securities which mature in 60 days or less are valued by the Jakarta Fund at amortized cost if their original maturity at the date of purchase was 60 days or less, or by amortizing their value on the 61st day prior to maturity if their term to maturity at the date of purchase exceeded 60 days. Securities and other assets, including futures contracts and related options, are stated at market value or otherwise at fair value as determined in good faith by or under the direction of the Board of Directors of the Jakarta Fund. All other securities and assets are valued at fair value as determined in good faith by each Fund's Board of Directors. The Board of Directors of each Fund has established general guidelines for calculating fair value of securities that are not readily marketable. The net asset value per share of the Indonesia Fund is calculated daily, with the exception of those days on which the New York Stock Exchange is closed. The net asset value per share of the Jakarta Fund is calculated weekly. INVESTMENT TRANSACTIONS AND INVESTMENT INCOME: Investment transactions are accounted for on the trade date. The cost of investments sold is determined by use of the specific identification method for both financial reporting and income tax purposes. Interest income is recorded on an accrual basis; dividend income is recorded on the ex-dividend date. TAXES: No provision is made for U.S. federal income or excise taxes as it is each Fund's intention to continue to qualify as a regulated investment company and to make the requisite distributions to its shareholders which will be sufficient to relieve it from all or substantially all U.S. federal income and excise taxes. Income received by each Fund from sources within Indonesia and other countries may be subject to withholding and other taxes imposed by such countries. 26 FOREIGN CURRENCY TRANSLATIONS: The books and records of each Fund are maintained in U.S. dollars. Foreign currency amounts are translated into U.S. dollars on the following basis: market value of investment securities, assets and liabilities at the current rate of exchange; and purchases and sales of investment securities, income and expenses at the relevant rates of exchange prevailing on the respective dates of such transactions. Each Fund does not isolate that portion of gains and losses in investments in equity securities which is due to changes in the foreign exchange rates from that which is due to changes in market prices of equity securities. Accordingly, realized and unrealized foreign currency gains and losses with respect to such securities are included in the reported net realized and unrealized gains and losses on investment transactions balances. However, each Fund does isolate the effect of fluctuations in foreign exchange rates when determining the gain or loss upon the sale or maturity of foreign currency denominated debt obligations pursuant to U.S. federal income tax regulations, with such amount categorized as foreign exchange gain or loss for both financial reporting and U.S. federal income tax reporting purposes. Net currency gains or losses from valuing foreign currency denominated assets and liabilities at period end exchange rates are reflected as a component of net unrealized appreciation/depreciation in value of investments and translation of other assets and liabilities denominated in foreign currencies. Net realized foreign exchange losses represent foreign exchange gains and losses from sales and maturities of debt securities, transactions in foreign currencies and forward foreign currency contracts, exchange gains or losses realized between the trade date and settlement date on security transactions, and the difference between the amounts of interest and dividends recorded on each Fund's books and the U.S. dollar equivalent of the amounts actually received. DISTRIBUTIONS OF INCOME AND GAINS: Each Fund intends to distribute annually to its shareholders substantially all of its investment company taxable income. The Jakarta Fund also intends to distribute, at least annually, all of its net realized capital gains, if any. The Board of Directors of the Indonesia Fund will determine annually whether to distribute any net realized long-term capital gains in excess of net realized short-term capital losses, including any capital loss carryovers. An additional distribution may be made to the extent necessary to avoid the payment of a 4% U.S. federal excise tax. Dividends and distributions to shareholders are recorded by each Fund on the ex-dividend date. The character of distributions made during the year from net investment income or net realized gains may differ from their ultimate characterization for U.S. federal income tax purposes due to U.S. generally accepted accounting principles/tax differences in the character of income and expense recognition. OTHER: Securities denominated in currencies other than U.S. dollars are subject to changes in value due to fluctuations in exchange rates. 27 SCHEDULE OF INVESTMENTS OF JAKARTA GROWTH FUND, INC. AS OF JUNE 30, 2000 (UNAUDITED)
UNREALIZED GAIN % OF SHARES COST MARKET VALUE OR LOSS NET ASSETS ------------ ----------- ------------ --------------- ----------- INDONESIAN EQUITY SECURITIES AGRIBUSINESS Astra Argo Niaga Lestari ............................. 545,000 $ 206,342 $107,412 $ (98,930) 1.3 PALM OIL Cahaya Kalbar ........................................ 1,521,000 1,283,915 95,578 (1,188,337) 1.1 PALM OIL Golden Agri-Resources Ltd. ........................... 455,000 290,342 90,868 (199,473) 1.1 ---------- ---------- ------------ PALM OIL AND PALM KERNEL TOTAL AGRIBUSINESS ................................... 1,780,599 293,859 (1,486,740) 3.5 ---------- ---------- ------------ ------- BANKING Bank Central Asia .................................... 405,000 66,334 65,938 (396) 0.8 COMMERCIAL MANUFACTURE Lippo Bank ........................................... 18,400,000 703,204 262,782 (440,422) 3.1 ---------- ---------- ------------ ------- COMMERCIAL BANK TOTAL BANKING ........................................ 769,538 328,720 (440,817) 3.9 ---------- ---------- ------------ ------- CEMENT Indocement Tunggal Prakarsa .......................... 218,500 82,905 80,510 (2,395) 1.0 CEMENT MANUFACTURER Semen Gresik ......................................... 252,000 231,292 228,895 (2,398) 2.7 ---------- ---------- ------------ ------- CEMENT MANUFACTURER TOTAL CEMENT ......................................... 314,197 309,404 (4,793) 3.7 ---------- ---------- ------------ ------- CONGLOMERATE Astra Graphia ........................................ 576,000 47,934 47,712 (222) 0.6 SERVICE AND CONSULTATION, EQUIPMENT AND OFFICE Bimantra Citra ....................................... 1,622,000 385,291 227,015 (158,276) 2.7 ---------- ---------- ------------ ------- MEDIA TELECOMMUNICATIONS AND TRANSPORTATION TOTAL CONGLOMERATE ................................... 433,225 274,727 (158,498) 3.3 ---------- ---------- ------------ ------- COMMERCIAL SERVICES Citra Munya Nusaphala Persada ........................ 1,000,000 82,928 57,127 (25,801) 0.7 ---------- ---------- ------------ ------- TOLL ROAD OPERATOR AND DEVELOPER CONSUMER GOODS AND DISTRIBUTION Astra International Inc. ............................. 1,020,000 408,361 320,480 (87,881) 3.8 AUTOMOBILES, MOTORCYCLES Gudang Garam ......................................... 659,000 717,029 1,065,393 348,364 12.7 CIGARETTES H.M. Sampoerna ....................................... 287,500 697,680 417,167 (280,514) 5.0 ---------- ---------- ------------ ------- CIGARETTES TOTAL CONSUMER GOODS AND DISTRIBUTION ................ 1,823,070 1,803,039 (20,031) 21.5 ---------- ---------- ------------ -------
See Accompanying Notes to the Pro Forma Financial Statements. 28
UNREALIZED GAIN % OF SHARES COST MARKET VALUE OR LOSS NET ASSETS ------------ ----------- ------------ --------------- ----------- FOOD AND BEVERAGE Indofood Sukses Makmur ............................... 983,000 $ 917,261 $ 536,284 $ (380,977) 6.4 ---------- ---------- ------------ ------- FOOD PROCESSOR MANUFACTURING Intikeramik Alamasri Industri ........................ 1,600,000 321,320 50,271 (271,048) 0.6 PORCELAIN TILE Kedawung Seta Industry Ltd. .......................... 3,587,000 309,501 225,404 (84,097) 2.7 METAL, ALUMINUM, CARDBOARD AND ENAMEL Sunson Textile Manufacturer .......................... 5,057,500 414,728 274,472 (140,256) 3.3 ---------- ---------- ------------ ------- YARN, CLOTH AND OTHER PRODUCTS TOTAL MANUFACTURING .................................. 1,045,549 550,147 (495,402) 6.6 ---------- ---------- ------------ ------- MINING Aneka Tambang ........................................ 830,000 98,899 104,313 5,414 1.2 MINING Tambang Timah ........................................ 300,000 126,332 89,117 (37,215) 1.1 ---------- ---------- ------------ ------- TIN MINING TOTAL MINING ......................................... 225,231 193,430 (31,800) 2.3 ---------- ---------- ------------ ------- NON-FERROUS METALS International Nickel Indonesia ....................... 34,000 25,136 24,667 (469) 0.3 ---------- ---------- ------------ ------- NICKEL AND ASSOCIATED MINERAL PRODUCTS OIL AND GAS Medco Energi International ........................... 810,000 99,566 101,799 2,233 1.2 ---------- ---------- ------------ ------- SUPPORT SERVICES FOR OIL AND NATURAL GAS PAPER AND PULP Indah Kiat Paper & Pulp .............................. 1,851,205 693,945 375,423 (318,522) 4.5 Indah Kiat Paper & Pulp (warrants) ................... 320,856 31,005 28,044 (2,961) 0.3 PULP AND PAPER PRODUCTS Pabrik Kertas Tjiwi Kimia ............................ 348,000 59,195 57,652 (1,543) 0.7 Pabrik Kertas Tjiwi Kimia (warrants) ................. 480,090 0 32,911 32,911 0.4 ---------- ---------- ------------ ------- WRITING AND PRINTING PAPER TOTAL PAPER AND PULP ................................. 784,145 494,030 (290,115) 5.9 ---------- ---------- ------------ ------- PHARMACEUTICALS Kalbe Farma .......................................... 920,000 69,882 68,323 (1,559) 0.8 PHARMACEUTICALS FOR HUMANS AND ANIMALS Tempo Scan Pacific ................................... 795,000 1,671,405 322,451 (1,348,954) 3.9 ---------- ---------- ------------ ------- PHARMACEUTICALS TOTAL PHARMACEUTICALS ................................ 1,741,287 390,774 (1,350,513) 4.7 ---------- ---------- ------------ -------
See Accompanying Notes to the Pro Forma Financial Statements. 29
UNREALIZED GAIN % OF SHARES COST MARKET VALUE OR LOSS NET ASSETS ------------ ----------- ------------ --------------- ----------- RETAIL Hero Supermarket ..................................... 37,500 $ 7,506 $ 7,498 $ (8) $ 0.1 SUPERMARKETS Matahari Putra Prima ................................. 1,080,000 95,972 92,545 (3,427) 1.1 DEPARTMENT STORE Multipolar Corporation ............................... 4,727,500 496,395 337,582 (158,813) 4.0 COMPUTER EQUIPMENT Ramayana Lestari Sentosa ............................. 530,000 322,698 339,103 16,406 4.0 ---------- ---------- ------------ ------- DEPARTMENT STORE TOTAL RETAIL ......................................... 922,570 776,728 (145,824) 9.3 ---------- ---------- ------------ ------- TELECOMMUNICATIONS Indonesian Satellite Corporation (Indosat) ............................................ 375,000 711,954 441,302 (270,652) 5.3 INTERNATIONAL TELECOMMUNICATIONS Telekomunikasi Indonesia ............................. 3,964,720 2,311,638 1,392,918 (918,720) 16.6 ---------- ---------- ------------ ------- DOMESTIC TELECOMMUNICATIONS TOTAL TELECOMMUNICATIONS ............................. 3,023,592 1,834,220 (1,189,372) 21.9 ---------- ---------- ------------ ------- TOTAL INVESTMENTS IN INDONESIAN EQUITY SECURITIES .... 13,987,895 7,968,957 (6,018,938) 95.2 ---------- ---------- ------------ -------
See Accompanying Notes to the Pro Forma Financial Statements. 30
PRINCIPAL UNREALIZED GAIN % OF AMOUNT COST MARKET VALUE OR LOSS NET ASSETS ------------ ----------- ------------ --------------- ----------- INVESTMENTS IN SHORT-TERM SECURITIES TIME DEPOSIT FIRST NATIONAL BANK CALL ACCOUNT 7.00% DUE 07/03/00 ..................... $ 700,000 $ 700,000 $ 700,000 $ 0 8.4 ----------- ---------- ------------ ------- TOTAL INVESTMENT IN SHORT-TERM SECURITIES ........... 700,000 700,000 0 8.4 ----------- ---------- ------------ ------- TOTAL INVESTMENTS ................................... 14,687,895 8,668,957 (6,018,938) 103.6 ----------- ---------- ------------ ------- LIABILITIES IN EXCESS OF OTHER ASSETS, NET .......... (301,484) (301,520) (35) (3.6) ----------- ---------- ------------ ------- NET ASSETS .......................................... $14,386,411 $8,367,438 $ (6,018,973) 100.0 ----------- ---------- ------------ ------- ----------- ---------- ------------ -------
Portfolio securities and foreign currency holdings were translated at the following exchange rate as of June 30, 2000. Indonesia rupiah IDR 8,752.50 = $1.00 See Accompanying Notes to the Pro Forma Financial Statements. 31 SCHEDULE OF INVESTMENTS OF THE INDONESIA FUND, INC. AS OF JUNE 30, 2000 (UNAUDITED)
Description No. of Cost Value Unrealized % of Net Shares Gain/(Loss) Assets - ------------------------------------------------------------------------------------------------------------------------------------ EQUITY OR EQUITY-LINKED SECURITIES-95.64% AGRICULTURE-0.89% PT Perusahaan Perkebunan London Sumatra Indonesia Tbk + 1,235,600 $1,276,296 $102,349 ($1,173,947) 0.89% ---------- ----------- ----------- ------- AUTOMOTIVE-5.96% PT Astra International Tbk + 2,171,000 1,109,399 682,120 (427,279) 5.96% ---------- ----------- ----------- ------- BEER, BEVERAGES, LIQUORS & TOBACCO-19.24% PT Gudang Garam Tbk 720,500 899,153 1,164,819 265,666 10.17% PT Hanjaya Mandala Sampoerna Tbk 715,500 458,964 1,038,201 579,237 9.07% ---------- ----------- ----------- ------- 1,358,117 2,203,020 844,903 19.24% ---------- ----------- ----------- ------- COMMERCIAL BANKS-1.51% PT Bank Internasional Indonesia, Warrants (expiring 04/16/02) +,++ 15,787,200 64,614 46,897 (17,717) 0.41% PT Bank Pan Indonesia Tbk + 2,950,000 255,548 126,393 (129,155) 1.10% ---------- ----------- ----------- ------- 320,162 173,290 (146,872) 1.51% ---------- ----------- ----------- ------- FISHERY-0.30% PT Daya Guna Samudera Tbk 518,000 235,116 34,030 (201,086) 0.30% ---------- ----------- ----------- ------- FOOD & KINDRED PRODUCTS-5.02% PT Indofood Sukses Makmur Tbk + 1,054,000 328,990 575,019 246,029 5.02% ---------- ----------- ----------- ------- MANUFACTURING-6.31% PT Semen Gresik (Persero) Tbk 442,500 918,369 401,928 (516,441) 3.51% PT Unilever Indonesia Tbk 26,000 50,878 320,823 269,945 2.80% ---------- ----------- ----------- ------- 969,247 722,751 (246,496) 6.31% ---------- ----------- ----------- ------- MEDICAL-DRUGS-11.40% PT Dankos Laboratories Tbk + 4,725,000 648,002 499,357 (148,645) 4.36% PT Kalbe Farma + 4,150,000 615,048 308,198 (306,850) 2.69% PT Tempo Scan Pacific Tbk + 1,227,000 915,722 497,669 (418,053) 4.35% ---------- ----------- ----------- ------- 2,178,772 1,305,224 (873,548) 11.40% ---------- ----------- ----------- ------- PAPER PRODUCTS-9.63% Asia Pulp & Paper Company Ltd. ADR + 90,900 910,834 460,181 (450,653) 4.02% PT Indah Kiat Pulp & Paper Corporation Tbk +,+++ 2,510,500 779,942 509,127 (270,815) 4.45% PT Pabrik Kertas Tjiwi Kimia + 801,811 183,780 132,834 (50,946) 1.16% ---------- ----------- ----------- ------- 1,874,556 1,102,142 (772,414) 9.63% ---------- ----------- ----------- ------- QUARRYING-1.44% PT Tambang Timah Tbk 555,000 448,363 164,867 (283,496) 1.44% ---------- ----------- ----------- ------- REAL ESTATE DEVELOPMENT-2.46% PT Jaya Real Property Tbk + 3,283,000 486,815 281,320 (205,495) 2.46% ---------- ----------- ----------- ------- RETAILING-11.22% PT Matahari Putra Prima Tbk + 5,941,000 862,711 509,083 (353,628) 4.45% 32 Description No. of Cost Value Unrealized % of Net Shares Gain/(Loss) Assets - ------------------------------------------------------------------------------------------------------------------------------------ PT Ramayana Lestari Sentosa Tbk + 1,211,500 $ 893,158 $ 775,139 $ (118,019) 6.77% ---------- ----------- ----------- ------- 1,755,869 1,284,222 (471,647) 11.22% ---------- ----------- ----------- ------- TELECOMMUNICATIONS-19.01% PT Telekomunikasi Indonesia 2,534,220 1,303,753 890,343 (413,410) 7.77% PT Telekomunikasi Indonesia ADR 185,442 2,237,597 1,286,504 (951,093) 11.24% ---------- ----------- ----------- ------- 3,541,350 2,176,847 (1,364,503) 19.01% ---------- ----------- ----------- ------- TEXTILES-1.25% PT Indo-Rama Synthetics Tbk + 1,470,000 859,545 142,759 (716,786) 1.25% ---------- ----------- ----------- ------- TOTAL INVESTMENTS-95.64% (Cost $16,742,597) 16,742,597 10,949,960 (5,792,637) 95.64% ---------- ----------- ----------- ------- CASH AND OTHER ASSETS IN EXCESS OF LIABILITIES-4.36% 499,532 4.36% ----------- ------- NET ASSETS-100.00% $11,449,492 100.00% =========== -------
- -------------------------------------------------------------------------------- + Security is non-income producing. ++ With additional 397,837,440 call options attached, expiring 05/28/02, and 126,297,600, cert. of entitlement attached, maturing 06/30/02, with no market value. +++ With additional 5 warrants attached, expiring 07/11/02, with no market value. ADR American Depositary Receipts. ================================================================================ 33 PRO FORMA CONDENSED SCHEDULE OF INVESTMENTS AS OF JUNE 30, 2000 (UNAUDITED)
THE INDONESIA FUND, JAKARTA GROWTH FUND, PRO FORMA COMBINED INC. INC. FUND Description No. of Value No. of Value No. of Value % of Net Shares Shares Shares Assets - ------------------------------------------------------------------------------------------------------------------------------------ EQUITY OR EQUITY-LINKED SECURITIES-95.47% AGRIBUSINESS-1.48% Astra Argo Niagra Lestari 545,000 $107,413 545,000 $107,413 0.55% Cahaya Kalbar 1,521,000 95,578 1,521,000 95,578 0.49% Golden Agri-Resources Ltd. 455,000 90,868 455,000 90,868 0.47% ---------- ---------- ------- 293,859 293,859 1.51% ---------- ---------- ------- AGRICULTURE-0.52% PT Perusahaan Perkebunan London Sumatra Indonesia Tbk + 1,235,600 $102,349 1,235,600 102,349 0.53% ---------- ---------- ------- AUTOMOTIVE-5.06% PT Astra International Tbk + 2,171,000 682,120 1,020,000 320,480 3,191,000 1,002,600 5.15% ---------- ---------- ---------- ------- BANKING-1.66% Bank Central Asia 405,000 65,938 405,000 65,938 0.34% Lippo Bank 18,400,000 262,782 18,400,000 262,782 1.35% ---------- ---------- ------- 328,720 328,720 1.69% ---------- ---------- ------- BEER, BEVERAGES, LIQUORS & TOBACCO-18.59% Pt Gudang Garam Tbk 720,500 1,164,819 659,000 1,065,393 1,379,500 2,230,212 11.47% PT Hanjaya Mandala Sampoena Tbk 715,500 1,038,201 287,500 417,167 1,003,000 1,455,368 7.48% ---------- ---------- ---------- ------- 2,203,020 1,482,560 3,685,580 18.95% ---------- ---------- ---------- ------- CEMENT-0.41% Indocement Tunggal Prakarsa 218,500 80,510 218,500 80,510 0.41% ---------- ---------- ------- COMMERCIAL BANKS-0.88% PT Bank Internasional Indonesia, Warrants (expiring 04/16/02) +,++ 15,787,200 46,897 15,787,200 46,897 0.24% PT Bank Pan Indonesia Tbk + 2,950,000 126,393 2,950,000 126,393 0.65% ---------- ---------- ------- 173,290 173,290 0.89% ---------- ---------- ------- COMMERCIAL SERVICES-0.29% Citra Munya Nasaphala Persada 1,000,000 57,127 1,000,000 51,127 0.29% ---------- ---------- ------- CONGLOMERATE-1.39% Astra Graphia 576,000 47,712 576,000 47,712 0.25% Bimantra Citra 1,622,000 227,015 1,622,000 227,015 1.17% ---------- ---------- ------- 274,727 274,727 1.42% ---------- ---------- ------- FISHERY-0.17% PT Daya Guna Samudera Tbk 518,000 34,030 518,000 34,030 0.17% ---------- ---------- ------- FOOD & KINDRED PRODUCTS-5.61% PT Indofood Sukses Makmur Tbk + 1,054,000 575,019 983,000 536,284 2,037,000 1,111,303 5.71% ---------- ---------- ---------- ------- 34 THE INDONESIA FUND, JAKARTA GROWTH FUND, PRO FORMA COMBINED INC. INC. FUND Description No. of Value No. of Value No. of Value % of Net Shares Shares Shares Assets - ------------------------------------------------------------------------------------------------------------------------------------ MANUFACTURING-7.58% Intkeramik Alamasri Industries 1,600,000 $ 50,271 1,600,000 $ 50,271 0.26% Kedawung Setia Industry Ltd. 3,587,000 225,404 3,587,000 225,404 1.16% PT Semen Gresik (Persero) Tbk 442,500 $401,928 252,000 228,895 694,500 630,823 3.24% PT Sunson Textile Manufacturer Tbk 5,057,500 274,472 5,057,500 274,472 1.41% PT Unilever Indonesia Tbk 26,000 320,823 26,000 320,823 1.65% ---------- ---------- ---------- ------- 722,751 779,042 1,501,793 7.22% ---------- ---------- ---------- ------- MEDICAL-DRUGS-8.56% PT Dankos Laboratories Tbk + 4,725,000 499,357 4,725,000 499,357 2.57% PT Kalbe Farma + 4,150,000 308,198 920,000 68,323 5,070,000 376,521 1.93% PT Tempo Scan Pacific Tbk + 1,227,000 497,669 795,000 322,451 2,022,000 820,120 4.22% ---------- ---------- ---------- ------- 1,305,224 390,774 1,695,998 8.72% ---------- ---------- ---------- ------- MINING-0.53% Aneka Tambang 830,000 104,313 830,000 104,313 0.54% ---------- ---------- ------- NON-FERROUS METALS-0.12% International Nickel Indonesia 34,000 24,667 34,000 24,667 0.13% ---------- ---------- ------- OIL & GAS-0.51% Medco Energi International 810,000 101,799 810,000 101,799 0.52% ---------- ---------- ------- PAPER PRODUCTS-8.05% Asia Pulp & Paper Company Ltd. ADR + 90,900 460,181 90,900 460,181 2.37% PT Indah Kiat Pulp & Paper Corporation Tbk + 2,510,500 509,127 1,851,205 375,423 4,361,705 884,550 4.55% PT Indah Kiat Pulp & Paper Corporation Tbk Warrants (expiring 7/11/02) + 5 0 320,856 28,044 320,861 28,044 0.14% PT Pabrik Kertas Tjiwi Kimia + 801,811 132,834 348,000 57,652 1,149,811 190,486 0.98% PT Pabrik Kertas Tjiwi Kiama, Warrants + 480,090 32,911 480,090 32,911 0.17% ---------- ---------- ---------- ------- QUARRYING-1.28% 1,102,142 494,030 1,596,172 8.21% ---------- ---------- ---------- ------- PT Tambang Timah Tbk 555,000 164,867 300,000 89,117 855,000 253,984 1.31% ---------- ---------- ---------- ------- REAL ESTATE DEVELOPMENT-1.42% PT Jaya Real Property Tbk 3,283,000 281,320 3,283,000 281,320 1.45% ---------- ---------- ------- RETAILING-10.40% Hero Supermarket 37,500 7,498 37,500 7,498 0.04% PT Matahari Putra Prima Tbk + 5,941,000 509,083 1,080,000 92,545 7,021,000 601,628 3.09% PT Multipolar Corporation Tbk 4,727,500 337,582 4,727,500 337,582 1.74% PT Ramayana Lestari Sentosa Tbk + 1,211,500 775,139 530,000 339,103 1,741,500 1,114,242 5.73% ---------- ---------- ---------- ------- 1,284,222 776,728 2,060,950 10.60% ---------- ---------- ---------- ------- TELECOMMUNICATIONS-20.24% Indonesian Satellite Corporation 375,000 441,302 375,000 441,302 2.27% PT Telekomunikasi Indonesia 2,534,220 890,343 3,964,720 1,392,918 6,498,940 2,283,261 11.74% PT Telekomunikasi Indonesia ADR 185,442 1,286,504 185,442 1,286,504 6.62% ---------- ---------- ---------- ------- 2,176,847 1,834,220 4,011,067 20.63% ---------- ---------- ---------- ------- 35 THE INDONESIA FUND, JAKARTA GROWTH FUND, PRO FORMA COMBINED INC. INC. FUND Description No. of Value No. of Value No. of Value % of Net Shares Shares Shares Assets - ------------------------------------------------------------------------------------------------------------------------------------ TEXTILES-0.72% PT Indo-Rama Synthetics Tbk + 1,470,000 $142,759 1,470,000 $142,759 0.73% ---------- ---------- ------- TOTAL EQUITY OR EQUITY-LINKED SECURITIES-95.47% (cost - $30,730,492) 10,949,960 $7,968,957 18,918,917 97.28% ---------- ---------- ---------- ------- SHORT-TERM INVESTMENTS-3.53% Principal Amount TIME DEPOSIT --------- First National Bank (call account 700,000 $700,000 $ 700,000 3.63% 7.00% due 7/3/00) ---------- ---------- ------- (cost - $700,000) TOTAL SHORT-TERM INVESTMENTS-3.53% 700,000 700,000 3.60% ---------- ---------- ------- TOTAL INVESTMENTS-99.00% $10,949,960 8,668,957 19,618,917 100.88% (cost - $31,430,492) ----------- ---------- ---------- ------- CASH AND OTHER ASSETS IN EXCESS OF 499,532 (301,519) 198,013 1.02% LIABILITIES-1.00% ----------- ---------- ---------- ------- PRO FORMA ADJUSTMENTS (370,104) (1.90%) NET ASSETS-100% $11,449,492 $8,367,438 $19,446,826 100.00% =========== ========== =========== =======
- -------------------------------------------------------------------------------- + Security is non-income producing. ++ With additional 397,837,440 call options attached, expiring 05/28/02, and 126,297,600 certificates of entitlement attached, maturing 06/30/02, with no market value. ADR American Depositary Receipts. ================================================================================ 36 APPENDIX A THE INFORMATION SET FORTH IN THIS APPENDIX HAS BEEN EXTRACTED FROM VARIOUS GOVERNMENTAL AND PRIVATE PUBLICATIONS. THE INDONESIA FUND AND ITS BOARD OF DIRECTORS MAKE NO REPRESENTATION AS TO THE ACCURACY OF THE INFORMATION NOR HAS THE INDONESIA FUND OR ITS BOARD OF DIRECTORS ATTEMPTED TO VERIFY IT; FURTHERMORE, NO REPRESENTATION IS MADE THAT ANY CORRELATION EXISTS BETWEEN THE STATE OF INDONESIA OR THE INDONESIAN ECONOMY IN GENERAL AND THE PERFORMANCE OF THE INDONESIA FUND. THE REPUBLIC OF INDONESIA GENERAL INFORMATION GEOGRAPHY AND POPULATION The Republic of Indonesia is located on the equator between continental Asia and Australia and extends over part of the world's largest archipelago. Indonesia has a land area of approximately 740,000 square miles and territorial waters nearly four times that size. Indonesia comprises over 17,000 islands, which stretch 3,200 miles from east to west and 1,100 miles from north to south. More than half of Indonesia's land is forested and much is mountainous and volcanic. Indonesia's main islands are Java, Bali, Sumatra, Kalimantan, Sulawesi, Irian Jaya and the Moluccas. The main cities of Indonesia include Jakarta, Surabaya and Jogjakarta on Java, Palembang and Medan on Sumatra, Kendari on Sulawesi, Balikpapan on Kalimantan and Jayapura on Irian Jaya. Jakarta is the capital of Indonesia. Indonesia's population currently stands at over 200 million, making it the fourth most populous nation in the world behind China, India, and the United States. From 1971-1980, Indonesia's population grew at an average rate of 2.3%, from 1980-1989, at an average rate of 2.2% and from 1990-1997 at an average rate of 1.7%. Bahasa Indonesia is Indonesia's national language. Islam is the dominant religion, although Christianity and Hinduism are also practiced. Religious freedom is constitutionally guaranteed. The Indonesian people are basically of Malay extraction, but the country has significant Chinese, Arab and Eurasian representations. FORM OF GOVERNMENT Indonesia is a republic based on a 1945 constitution. Executive power is vested in the president, who is elected every five years by the People's Consultative Assembly (the "Assembly"), the highest authority in the state. The Assembly meets every five years to elect the president and vice president, interpret the Constitution and generally to establish guidelines for the president to implement. The Assembly consists of 1,000 members, of whom 500 are appointed by the president. Decisions of the Assembly are made by consensus or, in the absence of a consensus, a two-thirds vote of a quorum consisting of two-thirds of the Assembly. The president is chief-of-state, chief executive and supreme commander of the armed forces. The legislative branch of the government is the House of People's Representatives (the "House"). Four hundred of the House's 500 members are elected by universal suffrage for five-year terms and 100 are appointed by the president. This branch can introduce legislation and must approve all laws and the state budget. 1 Other branches of the government include the Supreme Court, the Supreme Advisory Council and the Supreme Audit Board. The Supreme Court's 51 members are recommended by the Assembly and appointed by the president and are responsible for exercising all judicial power of the state. The Supreme Advisory Council and the Supreme Audit Board consist of members recommended by the Assembly and appointed by the president and are responsible for advising the president and for the settlement of all financial affairs. In 1968, the Assembly formally elected Suharto to a full five-year term as president. He was reelected to additional five-year terms in 1973, 1978, 1983, 1998, 1993 and 1998. Due to civil unrest and a financial crisis that started in 1997, President Suharto was forced to resign in May 1998. Following President Suharto's resignation, Vice President B.J. Habibie was sworn in as President. Elections were held in 1999 and a new President, Abdurrhmam Wahid, took office in October of that year. The first free parliamentary election since 1995 was held in 1999 and gave a 37.4% majority to the Indonesian Democracy Party-Struggle ("PDI-P"). As of 1999, there were over forty political parties in Indonesia with Golkar (the Joint Secretariat of Functional Groups) and PDI-P being the leading parties. INTERNATIONAL ORGANIZATIONS Indonesia participates in a number of international organizations, including: the United Nations, the International Monetary Fund ("IMF"), the World Bank, the Association of South East Asian Nations ("ASEAN"), the Nonaligned Movement, the Organization of the Islamic Conference, the Organization of Petroleum Exporting Countries, the Asian Development Bank, the Group of 77, the International Atomic Energy Agency and the Islamic Development Bank. Indonesia is also a party to the General Agreement on Tariffs and Trade and is a member of the World Trade Organization. THE INDONESIAN ECONOMY RECENT DEVELOPMENTS The Indonesian economy stabilized in 1999 following the sharp contraction and high inflation of 1998. By following a tight monetary policy, the government reduced inflation from over 70% in 1998 to 2% in 1999. Banks, however, are still suffering the impact of the financial crisis experienced by Indonesia in 1997-1998. During that period, 70% of bank loans were estimated to be non-performing. The banking system's total credit fell by almost 50% during 1999, from Rp 545 trillion at year-end 1998 to Rp 278 trillion at year end-1999. The total number of banks has declined from 238 pre-financial crisis to 162 as of a recent date. The government, however, has recapitalized a handful of private banks and has begun recapitalizing the state-owned banking sector. New lending, however, remains almost unavailable as banks continue to be wary of issuing new debt in an environment where little progress has been made in restructuring the huge burden of outstanding debts. IMF payments were suspended in late 1999 as the result of evidence that a private bank had illegally made payments it received from the government to one of the political parties. The new government, however, moved quickly to re-establish an active relationship with the IMF and the World Bank and, in January 2000, signed a new Memorandum of Economic and Financial Policies with the IMF. - -2- The following table presents selected economic data about the Indonesia economy for the periods indicated. KEY ECONOMIC INDICATORS (Billions of U.S. Dollars unless otherwise indicated)
- ------------------------------------------------------------------------------------- 1997 1998 1999 - ------------------------------------------------------------------------------------- INCOME, PRODUCTION AND EMPLOYMENT: (1) Nominal GDP 216 94 67 Real GDP Growth (pct) 7.6 (13.2) (4.0) GDP by Sector: Agriculture 34.5 18.4 15.0 Manufacturing 54.9 23.4 16.7 Services 67.5 35.7 26.4 Government 11.5 4.1 3.16 Per Capita GDP (US$) 1,116 465 550(2) Labor Force (millions) 87.0 92.6 96.6 Unemployment Rate (pct) 4.6 10 10 MONEY AND PRICES (ANNUAL PERCENTAGE GROWTH): Money Supply (M2) (pct) 23.2 62.3 10.2(3) Consumer Price Inflation (pct) 8.0 75.0 0.02(4) Exchange Rate (Rupiah/US$ annual average) 2,909 10,014 7,948 BALANCE OF PAYMENTS AND TRADE: (1) Total Exports FOB 56.2 50.4 21.7 Exports to U.S. 9.2 9.3 5.3 Total Imports CIF 41.7 27.3 11.5 Imports from U.S. 4.5 2.3 1.1 Trade Balance 14.5 23.1 10.2 Balance with U.S. 4.7 7.0 4.2 External Public Debt 56.4 71.4 70.7 Debt Service Payments/GDP (pct) 3.8 7.6 6.7(5) Current Account Balance/GDP(pct) (6) (0.9) 3.9 2.7 Fiscal Deficit/GDP (pct) (6) 1.1 2.2 5.0 Gold and Foreign Exchange Reserves (end of period) 17.4 23.5 26.7 Aid from U.S. (millions of US$) 71 135 139(6) Aid from All Other Sources 5.2 5.2 7.8(7) - -------------------------------------------------------------------------------------
(1) 1999 GDP and export/import figures are for January-June. (Average Rp/US$ exchange rates were 8,775 for the first quarter/calendar year 1999 and 7,921 for the second quarter/calendar year 1999.) (2) 1999 per capita GDP figure is rough estimate. The increase in 1999 over 1998 is due to the strengthening of the Rp/$ exchange rate. (3) 1999 figure is for January-August. (4) 1999 figure is for January-September. (5) 1999 figure as of March 31 (includes debts of state-owned enterprises). - -3- (6) Fiscal year. (7) 1999 figure is amount pledged. SOURCES: 1999 COUNTRY REPORTS ON ECONOMIC POLICY AND TRADE PRACTICES RELEASED BY THE BUREAU OF ECONOMIC AND BUSINESS AFFAIRS, U.S. DEPARTMENT OF STATE, MARCH 2000 (CITING: GOVERNMENT OF INDONESIA, U.S. DEPARTMENT OF COMMERCE (FOR TRADE WITH U.S.), IMF (EXCHANGE RATES), U.S. AGENCY FOR INTERNATIONAL DEVELOPMENT (FOR BILATERAL ASSISTANCE)). GROSS DOMESTIC PRODUCT Indonesia's real gross domestic product ("GDP") declined 13% in 1998 and experienced negligible growth in 1999. The following tables present detailed information regarding GDP by sector, as well as the percentage change of GDP by sector for the period 1996 through 1999.
GROSS DOMESTIC PRODUCT BY SECTOR (BILLIONS RUPIAHS) 1996 1997 1998 1999(1) - --------------------------------------------------------------------------------------------------------- AT CURRENT PRICES: Agriculture, livestock, forestry and fishery .. 88,791.8 101,009.4 173,912.0 218,044.6 Mining and quarrying .......................... 46,088.1 55,561.7 133,353.1 112,637.8 Manufacturing ................................. 136,425.9 168,178.0 238,064.1 284,804.3 Electricity, gas and water .................... 6,892.6 7,832.4 11,234.8 13,369.1 Construction .................................. 42,024.8 46,678.8 61,756.4 73,418.0 Trade, hotel and restaurant ................... 87,137.2 99,581.9 167,244.4 183,626.8 Transportation and communication .............. 34,926.3 38,530.9 51,937.2 66,076.8 Financial, ownership & business services ...... 43,981.9 54,360.3 70,007.2 70,777.0 Services ...................................... 46,299.4 55,962.0 82,102.5 96,687.5 Gross Domestic Product ........................ 532,568.0 627,695.4 989,611.7 1,119,441.9 Gross Domestic Product (non-oil and gas) ...... 490,255.3 587,037.0 877,849.5 1,014,893.7
- ---------- (1) Preliminary figures SOURCE: STATISTICS OF INDONESIA, REPUBLIC OF INDONESIA "GROSS DOMESTIC PRODUCT STATISTICS- SELECTED TABLES" - -4-
PERCENTAGE CHANGE OF GROSS DOMESTIC PRODUCT BY SECTOR 1996 1997 1998 1999(1) - ---------------------------------------------------------------------------------------------------------- AT CURRENT PRICES: Agriculture, livestock, forestry and fishery 3.14% 1.00% (0.68)% 2.08% Mining and quarrying 6.30 2.12 2.76 (1.71) Manufacturing 11.59 5.25 (11.44) 2.59 Electricity, gas and water 13.63 12.37 2.61 8.21 Construction 12.76 7.36 (36.46) 1.63 Trade, hotel and restaurant 8.16 5.83 (18.04) (0.43) Transportation and communication 8.68 7.01 (15.13) (0.72) Financial, ownership and business services 6.04 5.93 (26.63) 8.07 Services 3.40 3.62 (3.15) 1.76 Gross Domestic Product 7.82 4.70 (13.01) 0.31 Gross Domestic Product (non-oil and gas) 8.16 5.23 (14.09) 0.50
- ---------- (1) Preliminary figures SOURCE: STATISTICS OF INDONESIA, REPUBLIC OF INDONESIA "SELECTED TABLES" PRICES Indonesia's inflation rate as measured by the consumer price index reached a high of approximately 77% in 1998, but decreased to approximately 2% for the year ended December 31, 1999. The following tables provide information regarding Indonesia's consumer price index and wholesale price index for the periods indicated. - -5- CONSUMER PRICE INDICES CONSUMER PRICE INDICES INDONESIA (1996 = 100) GROUP
PREPARED FOOD, BEVERAGES EDUCATION, TRANSPORTATION MONTH FOOD & HOUSING CLOTHING HEALTH RECREATION AND GENERAL TOBACCO & SPORTS COMMUNICATION PRODUCTS [1] [2] [3] [4] [5] [6] [7] [8] [9] 1998 December 263.22 211.58 159.03 219.71 212.54 161.84 163.70 198.64 1999 January 281.09 213.80 160.62 232.11 214.07 161.40 164.95 204.54 February 287.60 216.87 162.06 234.23 214.12 161.89 164.29 207.12 March 281.65 216.34 162.92 234.71 215.80 162.05 169.16 206.75 April 275.09 215.52 164.04 233.58 216.57 162.04 169.07 205.34 May 271.38 215.20 164.91 231.18 217.60 162.59 170.06 204.76 June 268.25 215.16 165.34 228.32 218.22 163.06 170.23 204.07 July 258.96 214.87 166.06 224.69 219.48 163.87 169.94 201.93 August 248.54 215.33 165.87 226.56 220.98 166.48 169.68 200.05 September 239.06 216.26 166.12 229.63 220.00 169.52 169.94 198.68 October 237.24 216.13 166.45 232.23 220.06 170.17 171.31 198.79 November*) 240.00 216.51 165.93 228.38 219.97 170.42 171.56 199.00 December 249.54 219.20 166.77 233.21 220.37 170.44 172.20 202.45 2000 January 256.85 220.00 167.56 237.47 220.87 170.43 173.68 205.12 February 256.00 220.17 168.34 239.79 221.85 170.23 173.45 205.27 March 250.16 219.97 169.05 240.09 222.43 171.83 174.01 204.34 April 246.16 225.28 171.03 240.50 224.87 173.50 176.83 205.48 May 246.08 225.07 174.18 242.55 225.76 174.91 181.19 207.21 June 246.47 227.25 174.87 244.56 226.50 175.41 182.54 208.24 July 251.39 229.45 176.06 248.54 229.42 178.51 183.37 210.91
- -------- Note: *) Since November 1999, have been using the combined CPI of 43 cities (excluded Dili). - -6- WHOLESALE PRICE INDEX (YEARLY AVERAGES)
1994(1) 1995(1) 1996(1) 1997 1998 1999 - -------------------------------------------------------------------------- SECTOR Agriculture ........... 298 355 399 170 298 410 Mining and quarrying .. 237 266 296 141 173 214 Manufacturing ......... 231 256 265 132 217 268 Imports ............... 215 230 243 129 286 289 Exports ............... 157 178 203 148 417 366 General Index ......... 215 240 258 140 288 314
- ---------- (1) Use 1983 as base year, 1983 = 100 SOURCE: STATISTICS INDONESIA, REPUBLIC OF INDONESIA, "WHOLESALE PRICE INDEXES - SELECTED TABLES" FOREIGN TRADE Indonesian exports increased by an average of 11% per year during the period 1993 to 1996. Indonesia's total exports in fiscal year 1997/1998 were US$ 56.2 billion, growing only 7.9% compared to that of the previous fiscal year. Non-oil and gas exports accounted for US$ 45.9 billion, or an increase of 17.0% during this period. During this period, Indonesia's total imports were US $42.7 billion (a decrease of 6.8% from the previous fiscal year). Non-oil and gas imports decreased by 6.1% to US$ 38.6 billion, and oil and gas imports decreased by 13.0% to US$ 4.1 billion. During 1998-1999, imports collapsed and exports sagged, largely because of the disarray in the financial sector. First quarter 2000 figures, however, reflect that non-oil exports have recovered to 93% of their pre-crisis levels (i.e., third quarter 1997), while total exports were at almost 100% of the pre-crisis level. Imports of capital goods (primarily machinery and other equipment vital for manufacturing) declined to 30% of their 1997 level in 1999 (according to preliminary estimates). The following tables provide information on Indonesia's exports and imports for the periods indicated. EXPORTS (US$ MILLIONS)
2000 1996 1997 1998 1999 (JAN-APR.)* -------- -------- -------- -------- ---------- Oil and Gas 11,721.8 11,622.5 7,872.2 9,792.2 4,332.3 Non Oil and Gas 38,092.9 41,821.0 40,975.5 38,873.2 14,768.1 -------- -------- -------- -------- -------- Total 49,814.7 53,443.6 48,847.7 48,665.4 19,100.4 ======== ======== ======== ======== ========
- ---------- * Very preliminary figures SOURCE: STATISTICS INDONESIA, REPUBLIC OF INDONESIA, SELECTED TABLES "EXPORTS". - -7- IMPORTS (US$ MILLIONS)
1998 1994 1995 1996 1997 (JAN-JUNE)* -------- -------- -------- -------- ----------- Oil and Gas 2,367.4 2,910.8 3,595.5 3,924.1 1,450.9 Non Oil and Gas 29,616.1 37,717.9 39,333.0 37,755.7 11,821.6 -------- -------- -------- -------- -------- Total 31,983.5 40,628.7 42,928.5 41,679.8 13,272.5 ======== ======== ======== ======== ========
- ---------- * Preliminary figures SOURCE: STATISTICS INDONESIA, REPUBLIC OF INDONESIA, SELECTED TABLES "IMPORTS". Indonesia's principal export markets are Japan and the United States, which accounted for approximately 21.4% and 14.2%, respectively of total exports in 1999. Exports to the European Economic Community ("EEC") accounted for approximately 14.6% of total exports in 1999, while ASEAN countries accounted for approximately 16.7%. Exports to these countries consist largely of oil and gas, raw materials such as rubber, palm oil, tin and timber as well as coffee, tobacco and fishery products. The following table provides information on the value and growth of Indonesia's foreign trade with main partner countries for the periods 1998 and 1999.
VALUE AND GROWTH OF FOREIGN TRADE WITH MAIN PARTNER COUNTRIES 1998 -1999 PARTNER COUNTRY 1998 1999 GROWTH (%) --------------- ---- ---- ---------- EXPORT IMPORT EXPORT IMPORT EXPORT IMPORT ------ ------ ------ ------ ------ ------ ASIA 1. Japan 9,116.0 4,292.5 10,397.2 2,913.3 14.05 -32.13 2. Singapore 5,718.3 2,542.8 4,930.5 2,525.9 -13.78 -0.66 3. Republic of Korea 2,567.8 1,527.8 3,319.8 1,330.1 29.29 -12.94 4. Taiwan 1,720.7 994.6 1,757.5 784.1 2.14 -21.16 5. China 1,832.0 906.3 2,008.9 1,242.1 9.66 37.05 6. Hong Kong 1,865.0 263.7 1,330.0 227.5 -28.69 -13.73 EUROPE 1. Germany 1,401.3 2,365.7 1,233.9 1,398.5 -11.95 -40.88 2. Netherlands 1,512.3 338.4 1,543.6 346.7 2.07 2.45 3. United Kingdom 1,143.1 920.3 1,176.1 511.2 2.89 -44.45 4. France 547.3 568.1 503.2 371.6 -8.06 -34.59 5. Italy 858.8 480.4 655.5 276.9 -23.67 -42.36 AMERICA 1. USA 7,031.0 3,517.3 6,896.5 2,839.0 -1.91 -19.28 2. Canada 411.7 504.2 353.5 421.2 -14.14 -16.46 AUSTRALIA & OCEANIA 1. Australia 1,533.5 1,760.5 1,484.8 1,460.4 -3.18 -17.05 - -8- PARTNER COUNTRY 1998 1999 GROWTH (%) --------------- ---- ---- ---------- EXPORT IMPORT EXPORT IMPORT EXPORT IMPORT ------ ------ ------ ------ ------ ------ 2. New Zealand 103.9 142.9 108.5 110.0 4.43 -23.02
SOURCE: STATISTICS INDONESIA, REPUBLIC OF INDONESIA, SELECTED TABLES "FOREIGN TRADE STATISTICS". RESERVES The following table provides information on Indonesia's total official reserves for the years ended December 31, 1995 through 1999. - -9-
OFFICIAL RESERVES (US$ MILLIONS) 1995 1996 1997 1998 1999 ------ ------ ------ ------ ------ Gold 1,07 1,030 809 803 812 Foreign Exchange 13,306 17,820 16,088 22,401 26,245 Reserve Position 401 429 ----- ----- 200 SDR's(1) 1 2 499 312 ----- - - --- --- ----- Total Official Reserves (Minus Gold) 13,708 18,251 16,587 22,713 26,445 ====== ====== ====== ====== ======
- ---------- (1) Special Drawing Rights of the International Monetary Fund SOURCE: INTERNATIONAL MONETARY FUND, "INTERNATIONAL FINANCIAL STATISTICS SEPTEMBER 2000" MONETARY POLICY EXTERNAL DEBT Indonesia's foreign debt totaled about $145 billion as of September 1999, with about $72 billion owed by the public sector and $73 billion by the private sector. In 1998, Indonesia signed a Memorandum of Understanding with its official creditors to reschedule public sector debt principal contracted before July 1, 1997 and falling due between August 1998 and the end of March 2000. In 1999, the government introduced a monitoring system to collect information on all foreign exchange transactions, including foreign borrowing. Borrowing in connection with state-owned enterprises has been regulated since 1991. The following table provides information on Indonesia's foreign and domestic debt for the periods 1995 to 1999. FOREIGN AND DOMESTIC DEBT, 1995-1999 (US$ BILLIONS)
YEAR FOREIGN DOMESTIC TOTAL DEBT%/GDP - ---- ------- -------- ----- --------- 1995 63.5 0.0 63.5 31% 1996 56.3 0.0 56.3 25% 1997 57.9 0.0 57.9 27% 1998 71.5 0.0 71.5 72% 1999 78.9 68.7 147.6 105%
Note: 1999's Domestic Debt figure is based on Rp 312 trillion in bank recapitalization bonds issued, plus Rp 228 trillion in bonds issued to repay Bank Indonesia for liquidity credits (converted at the 1999 average exchange rate of RP 7855.2/USD). SOURCE: DATA FROM BANK INDONESIA, BUSINESS NEWS PRIVATIZATIONS Indonesia has a budget target of Rp 6.5 trillion (US$ 722 million) to be raised from privatizations in fiscal year 2000. On June 29, 2000, the government launched a revised state- - -10- owned enterprise master plan in response to concerns about lagging privatization and continuing "high-cost" practices in the 164 enterprises. The revised plan aims to accelerate state-owned enterprise restructuring and privatization and to establish good governance practices. The government has slated 10 companies from a variety of sectors (including, mining, plantations, airport operations and fertilizer) to be fully or partially privatized before the end of 2000. Nine state-owned enterprises are on "standby" for privatization in 2000 and the others for more gradual privatization through 2004. There can be no assurance that any of these privitizations will occur on schedule or at all. FOREIGN INVESTMENT Foreign direct investment in Indonesia is governed generally by the Foreign Investment Law of January 1967. That law stipulates that foreign companies may invest and operate in Indonesia either independently or in joint-ventures with local partners with the approval of the government for a maximum period of 30 years (with the possibility of an extension) subject to meeting specified local ownership levels. In 1994, the government lowered the initial domestic ownership requirements for joint ventures to 5% and lengthened to 15 years the time period within which independently investing companies must divest a percentage (usually one to five percent) of their shares to allow local investors to take up a minority holding in the company. In mid-1998, the government opened several previously restricted sectors to foreign investment, reducing the number of sectors restricted for foreign direct investment to 25, 16 of which are completely closed to investment while the remaining nine allow minority foreign equity participation. The government also removed foreign ownership limitations on banks and on firms publicly traded on Indonesian stock markets. The Indonesian Government, through the Capital Investment Coordinating Board ("BKPM"), has instituted a series of reforms over the past three years designed to stimulate foreign direct investment into Indonesia. These reforms include a simplified investment approval process, an effective doubling of the number of business areas open to foreign investment and reduced minimum investment levels. Although most sectors of the Indonesian economy are now open for direct investment by foreigners on the same basis as by Indonesians, certain areas, such as food and beverages, printing, transportation and equipment, aircraft manufacturing and communications, are generally closed to investment and new project undertakings by foreigners unless at least 65%, and in some cases 100%, of the total expected output of the project will be exported. If companies in these sectors seek to be listed on an Indonesian exchange, the ability of foreigners to acquire shares of such companies may be restricted in the absence of the approval of the Indonesian Minister of Finance. Investment interest in Indonesia has fallen substantially since the onset of the economic crisis in mid-1997. According to statistics from BKPM, from 1967 through December 1999, the government approved 7,665 foreign investment applications worth more than US$ 228.2 billion (excluding investment approvals in oil and gas, banking and financial services). While foreign investment approvals reached almost US$ 34 billion in 1997, they declined to less than US$ 14 billion in 1998 and reached only US$ 10.89 billion in 1999. However, realized foreign investment showed modest signs of recovery in 1999, rising from US$ 2.9 billion in 1998 to US$ 7.6 billion in 1999 (US$ 3.0 billion of the 1999 total was for a single proposed project, an oil refinery). The downward trend of investment approval values continued to show very modest signs of abatement in 2000. According to the most recent BKPM statistics covering January 1, 2000 through June 15, 2000, foreign investment approvals were up 16.7%, rising from US$1.8 - -11- billion for the same period in 1999 to US$ 2.1 billion in 2000. The number of approved projects rose from 483 to 589. FINANCIAL SECTOR Bank Indonesia acts as Indonesia's central bank with the responsibility to support and regulate most financial institutions in Indonesia as well as to act as the sole issuer of Indonesian currency and Indonesia's lender of last resort to the banking system. Bank Indonesia supervises and regulates all financial institutions except insurance companies and nonbank financial institutions. Bank Indonesia sets the value of the Rupiah on a daily basis. Commercial banking in Indonesia is presently dominated by state-owned banks which in the aggregate account for approximately 65% of Indonesia's outstanding loans. All state commercial banks are authorized to deal in foreign exchange. In addition, there are currently private domestic banks, licensed branches of foreign banks, several recently licensed joint venture private banks and a large number of representative offices of foreign banks as well as locally incorporated joint venture merchant banks, leasing and insurance companies and, most recently, a joint venture finance company. There is also a national development bank and numerous other regional and private development banks, as well as a national housing bank to promote home ownership financing. The Indonesian banking sector was badly impacted by the Rupiah's sharp plunge against the U.S. dollar. The Rupiah's fall has multiplied the value of the Indonesian banks' foreign debts as well as the value of their dollar loans, which mostly fall under the nonperforming category. The banking crisis has decreased the amount of overseas credit available to local exporters to import their raw materials, while domestic financing is virtually nonexistent since local banks are now unable to risk more nonperforming debt. In an effort to restructure the ailing banking sector, the government: - established the Indonesian Bank Restructuring Agency ("IBRA") which is charged with restructuring and speeding up the recovery of Bank Indonesia's liquidity credits already injected into problem banks; - modified paid-up capital requirements; and - suspended the operation of seven ailing banks, took over the management of seven additional banks deemed to be unsound under the IBRA and placed 40 banks (including three state-owned banks and 11 provincial development banks) under its supervision. - -12- THE INDONESIAN SECURITIES MARKETS THE JAKARTA STOCK EXCHANGE The Jakarta Stock Exchange became a private institution in 1991. There are 197 securities houses which are Members and shareholders of the Exchange. The Members consist of broker-dealers, underwriters and investment management companies. The Jakarta Stock Exchange is open for trading Monday through Friday with two daily trading sessions. On Monday through Thursday, the first session is from 9:30 a.m. to 12:00 noon followed by an afternoon session from 1:30 p.m. to 4:00 p.m. On Friday, the first session is from 9:00 a.m. to 11:30 a.m. followed by an afternoon session from 2:00 p.m. to 4:00 p.m. In May 1995, the Jakarta Stock Exchange began operation of the Jakarta Automated Trading System ("JATS"). JATS is an integrated system covering settlement and central custodian, and providing real-time information. JATS has the capacity to process up to 140,000 transactions a day with the possibility of increasing capacity up to 500,000 transactions a day. Trades on the Jakarta Stock Exchange are required to be settled within four trading days after the date of the transaction. Share certificates are in collective form, meaning that one share certificate represents all shares owned. Thus, when a portion of the shares are sold, the share certificate must be sent to the issuer for splitting. Upon completion of a trade, both the buyer and the seller will endorse the back of the security. If the security does not require splitting, the buyer's broker need not send the actual security for registration. Indonesia does not have a central register. Virtually all listed companies presently maintain their own share registers. Under rules established by the Capital Market Supervising Agency (the "BAPEPAM"), physical re-registration of the shares must take place within 10 to 14 days after the date of the trade, although registration can actually take several weeks. Share certificates must be physically delivered before registration can take place. Brokerage commissions on the Jakarta Exchange are negotiated, but may not exceed 1% of the value of the transaction. Additionally, a stamp duty fee of Rp. 1,000 (US$.55) is payable on every transaction. THE SURABAYA EXCHANGE The Surabaya Exchange is the first stock exchange in Indonesia to be managed by a private company and began operating in 1989. In July 1995, the Surabaya Stock Exchange merged with the Indonesian OTC market. The Surabaya Stock Exchange is open for trading Monday through Friday with two trading sessions on Friday. The trading hours on Monday through Thursday are between 9:30 a.m. to 5:00 p.m. On Friday, the first session is from 9:30 a.m. to 11:30 followed by an afternoon session from 1:30 p.m. to 5:00 p.m. In 1996, the Surayaba Stock Exchange implemented its remote trading system called S-MART (Surabaya Market Information and Automated Remote Trading). S-MART divides the market into two segments, the First Market and Second Market. The First Market provides trading facilities for stocks, derivatives and fixed-income securities. The Second Market - -13- provides trading facilities for market-makers and odd-lots. S-MART is also equipped with access to the Internet. The Surayaba Stock Exchange has built a website called the "SSX Net" to enhance market transparency. The SSX Net is designed to provide information about the Exchange, listed companies, member companies and supporting parties in the capital market industry. In June 1997, anticipating increasing activity in the bond market, the Surayaba Stock Exchange established the Over-the-Counter Fixed Income Service ("OTC-FIS") system, which provides trade information on a real-time basis for fixed-income securities (bonds). The purpose of OTC-FIS is to make the bond market more structured and transparent, and eventually to increase market efficiency. Brokerage commissions on the Surabaya Stock Exchange are limited to 1% of the transaction value. Additionally, a transaction tax of 0.1% of the gross value of the sales transaction is charged on each transaction. Sales transactions by founding shareholders are subject to an additional tax of 5% on the gross value. The following tables provide information on the market capitalization, total listed stocks, stocks trading, daily average trading value and composite stock price indices for each of the Jakarta Stock Exchange and the Surabaya Stock Exchange for the periods indicated: MARKET CAPITALIZATIONS 1990 -- AUGUST 31, 2000
- ------------------------------------------------------------------------------- END OF JAKARTA STOCK EXCHANGE SURABAYA STOCK EXCHANGE PERIOD CAPITALIZATION CHANGE CAPITALIZATION CHANGE VALUE (%) VALUE (%) (TRILLION RP) (TRILLION RP) - ------------------------------------------------------------------------------- 1990 14.2 229.2 13.2 202.6 1991 16.4 15.9 19.0 43.9 1992 24.8 51.1 23.8 26.1 1993 69.3 179.0 54.1 126.9 1994 103.8 49.8 103.8 92.0 1995 152.2 46.6 158.7 52.9 1996 215.0 41.2 191.6 20.7 1997 159.9 (25.6) 141.6 (26.1) 1998 175.7 9.9 157.9 11.5 1999 451.8 157.1 407.7 158.2 2000 January 410.5 ( 9.1) 369.4 ( 9.4) February 368.9 (10.1) 332.9 ( 9.9) March 368.0 ( 0.3) 337.0 1.2 April 330.5 (10.2) 301.5 (10.5) May 290.1 (12.2) 260.9 (13.5) June 330.2 13.8 294.9 13.0 July 331.1 0.2 297.1 0.7 - ------------------------------------------------------------------------------- - -14- MARKET CAPITALIZATIONS 1990 -- AUGUST 31, 2000 - ------------------------------------------------------------------------------- END OF JAKARTA STOCK EXCHANGE SURABAYA STOCK EXCHANGE PERIOD CAPITALIZATION CHANGE CAPITALIZATION CHANGE VALUE (%) VALUE (%) (TRILLION RP) (TRILLION RP) - ------------------------------------------------------------------------------- August 318.3 (3.9) 283.7 (4.5)
----------------------- SOURCE: BAPEBAM, "DEVELOPMENT OF INDONESIAN CAPITAL MARKET AUGUST 2000". - -15- TOTAL LISTED STOCKS 1990 -- AUGUST 31, 2000
- --------------------------------------------------------------------------- END OF JAKARTA STOCK EXCHANGE SURABAYA STOCK EXCHANGE PERIOD LISTED SHARES LISTED SHARES (BILLION) (BILLION) - --------------------------------------------------------------------------- 1990 1.78 1.60 1991 3.73 3.86 1992 6.25 5.39 1993 9.79 8.16 1994 23.85 19.92 1995 45.79 39.63 1996 77.24 66.80 1997 135.67 118.47 1998 170.55 147.69 1999 846.13 802.51 2000 January 870.55 824.95 February 868.95 828.34 March 872.65 848.53 April 874.56 852.60 May 896.98 854.14 June 900.85 846.44 July 1,090.41 1,033.58 August 1,106.86 1,034.03 - ----------------------------------------------------------------------------
-------------- SOURCE: BAPEBAM, "DEVELOPMENT OF INDONESIAN CAPITAL MARKET AUGUST 2000". 16
STOCKS TRADING 1990 -- AUGUST 31, 2000 - ---------------------------------------------------------------------------------------------------------------------- JAKARTA STOCK EXCHANGE SURABAYA STOCK EXCHANGE --------------------------------------------------- --------------------------------------------------- VOLUME CHANGE VALUE CHANGE VOLUME CHANGE VALUE CHANGE PERIOD (BILLION) (%) (TN. RP) (%) (BILLION) (%) (TN. RP) (%) - ------------------------------------------------------------------ --------------------------------------------------- 1990 0.70 600.0 7.31 661.5 0.01 100.0 0.14 366.7 1991 1.01 44.3 5.78 (20.9) 0.01 0.0 0.04 (71.4) 1992 1.71 69.3 7.95 37.5 0.04 300.0 0.14 250.0 1993 3.84 124.6 19.09 140.1 0.27 575.0 1.15 721.4 1994 5.29 37.8 25.48 33.5 0.50 85.2 1.78 54.8 1995 10.65 101.3 32.36 27.0 1.72 244.0 5.25 194.9 1996 29.53 177.3 75.73 134.0 1.55 (9.9) 4.10 (21.9) 1997 76.60 159.4 120.39 59.0 4.90 216.1 10.75 162.2 1998 90.62 18.3 99.68 (17.2) 2.23 (54.5) 3.12 (71.0) 1999 178.48 97.0 147.88 48.4 7.03 215.2 13.20 323.1 2000 104.53 (41.4) 98.70 (33.3) 3.95 (43.8) 9.19 (30.4) January 25.99 - 23.51 - 0.20 - 0.22 - February 14.40 (44.6) 16.58 (29.5) 0.20 0.0 0.29 31.8 March 11.43 (20.6) 15.26 ( 8.0) 1.45 625.0 4.77 1,544.8 April 6.43 (43.7) 6.77 (55.6) 0.32 (77.9) 1.08 (77.4) May 9.85 53.2 10.48 54.8 0.77 140.6 1.69 56.5 June 10.18 3.4 10.46 ( 0.2) 0.45 (41.6) 0.48 (71.6) July 9.92 ( 2.6) 6.26 (40.2) 0.12 (73.3) 0.04 (91.7) August 13.41 35.2 7.49 19.6 0.42 250.0 0.59 1,375.0 - ----------------------------------------------------------------------------------------------------------------------
--------------- SOURCE: BAPEBAM, "DEVELOPMENT OF INDONESIAN CAPITAL MARKET AUGUST 2000". 17
DAILY AVERAGE TRADING VALUE 1990 -- AUGUST 31, 2000 - ---------------------------------------------------------------------------------------------------------------- JAKARTA STOCK CAPITALIZATION SURABAYA STOCK EXCHANGE ---------------------------- ----------------------- PERIOD (BILLION RP) (CHANGE %) (BILLION RP) (CHANGE %) - ---------------------------------------------------------------------------------------------------------------- 1990 30.1 671.5 0.6 205.3 1991 23.6 (21.6) 0.2 (70.7) 1992 32.2 36.6 0.6 223.5 1993 77.6 141.0 4.7 749.1 1994 104.0 34.1 7.3 55.5 1995 131.5 26.5 21.4 194.2 1996 304.1 131.2 16.5 (22.9) 1997 489.4 60.9 43.7 165.3 1998 403.6 (17.5) 12.7 (70.9) 1999 598.7 48.4 53.4 320.1 2000 601.3 0.4 57.0 6.7 January 1,306.0 - 12.2 - February 828.9 (36.5) 14.7 20.5 March 726.5 (12.4) 227.0 1,444.2 April 398.5 (45.1) 63.8 (71.9) May 476.2 19.5 76.9 20.5 June 522.9 9.8 23.9 (68.9) July 298.0 (43.0) 1.9 (92.1) August 340.6 14.3 27.0 1,321.1 - ----------------------------------------------------------------------------------------------------------------
--------------- SOURCE: BAPEBAM, "DEVELOPMENT OF INDONESIAN CAPITAL MARKET AUGUST 2000". 18
COMPOSITE STOCK PRICE INDEXES 1990 -- AUGUST 31, 2000 - ------------------------------------------------------------------------------------------------------------------ JAKARTA STOCK EXCHANGE SURABAYA STOCK EXCHANGE -------------------------------------------- ---------------------------------------------- PERIOD HIGH LOW CLOSE HIGH LOW CLOSE - ------------------------------------------------------------------- ---------------------------------------------- 1990 681.94 371.94 417.79 356.32 201.70 223.12 1991 427.02 224.71 247.39 230.99 152.59 157.62 1992 331.05 246.95 274.33 170.80 153.48 158.43 1993 588.76 273.30 588.76 272.01 153.29 272.01 1994 612.88 447.04 469.64 364.37 270.09 313.47 1995 519.17 414.20 513.84 366.07 312.27 366.07 1996 637.43 512.48 637.43 569.31 366.11 568.58 1997 740.83 339.53 401.71 656.14 299.28 351.95 1998 554.10 256.83 398.03 506.48 216.44 351.51 1999 716.46 372.31 676.91 708.69 330.31 566.57 2000 703.48 444.44 466.38 569.84 334.56 343.93 January 703.48 634.67 636.37 569.84 505.23 510.34 February 639.25 568.55 576.54 520.24 458.81 456.81 March 596.18 546.52 583.27 465.30 434.29 449.78 April 570.90 519.04 526.73 453.72 396.94 401.35 May 550.32 454.32 454.32 414.16 342.05 342.05 June 515.11 444.44 515.11 387.80 334.56 387.80 July 513.77 492.19 492.19 380.85 359.77 360.21 August 505.79 466.38 466.38 377.33 343.93 343.93 - ------------------------------------------------------------------------------------------------------------------
--------------- SOURCE: BAPEBAM, "DEVELOPMENT OF INDONESIAN CAPITAL MARKET AUGUST 2000". PART C OTHER INFORMATION Item 15. Indemnification A policy of insurance covering Credit Suisse Asset Management, LLC, its affiliates, and all of the registered investment companies advised by Credit Suisse Asset Management, LLC insures the Registrant's directors and officers and others against liability arising by reason of an alleged breach of duty caused by any negligent act, error or accidental omission in the scope of their duties. Article VIII of the Registrant's Articles of Incorporation states as follows: ARTICLE VIII LIMITATION ON LIABILITY; INDEMNIFICATION (1) To the fullest extent that limitations on the liability of directors and officers are permitted by the Maryland General Corporation Law, no director or officer of the Corporation shall have any liability to the Corporation or its stockholders for damages. This limitation on liability applies to events occurring at the time a person serves as a director or officer of the Corporation whether or not such person is a director or officer at the time of any proceeding in which liability is asserted. (2) Any person who was or is a party or is threatened to be made a party in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is a current or former director or officer of the Corporation, or is or was serving while a director or officer of the Corporation at the request of the Corporation as a director, officer, partner, trustee, employee, agent or fiduciary of another corporation, partnership, joint venture, trust, enterprise or employee benefit plan, shall be indemnified by the Corporation against judgments, penalties, fines, excise taxes, settlements and reasonable expenses (including attorneys' fees) actually incurred by such person in connection with such action, suit or proceeding to the fullest extent permissible under the Maryland General Corporation Law, the Securities Act of 1933 and the Investment Company Act of 1940 as such statutes are now or hereafter in force. In addition, the Corporation shall also advance expenses to its currently acting and its former directors and officers to the fullest extent that indemnification of directors is permitted by the Maryland General Corporation Law, the Securities Act of 1933 and the Investment Company Act of 1940. The Board of Directors may by Bylaw, resolution or agreement make further provision for indemnification of directors, officers, employees and agents to the fullest extent permitted by the Maryland General Corporation Law. (3) No provision of this Article shall be effective to protect or purport to protect any director or officer of the Corporation against any liability to the Corporation or its security holders to which he would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office. 40 (4) References to the Maryland General Corporation Law in this Article are to that law as from time to time amended. No amendment to the charter of the Corporation shall affect any right of any person under this Article based on any event, omission or proceeding prior to the amendment. Articles 5.2 and 5.3 of Registrant's By-Laws state as follows: INDEMNIFICATION AND INSURANCE ARTICLE 5.2. INDEMNITY. (a) The Company shall indemnify its directors to the fullest extent that indemnification of directors is permitted by the Maryland General Corporation Law. The Company shall indemnify its officers to the same extent as its directors and to such further extent as is consistent with law. The Company shall indemnify its directors and officers who, while serving as directors or officers, also serve at the request of the Company as a director, officer, partner, trustee, employee, agent or fiduciary of another corporation, partnership, joint venture, trust, other enterprise or employee benefit plan to the fullest extent consistent with law. The indemnification and other rights provided by this Article shall continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person. This Article shall not protect any such person against any liability to the Company or any Stockholder thereof to which such person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office ("disabling conduct"). (b) Any current or former director or officer of the Company seeking indemnification within the scope of this Article shall be entitled to advances from the Company for payment of the reasonable expenses incurred by him in connection with the matter as to which he is seeking indemnification in the manner and to the fullest extent permissible under the Maryland General Corporation Law. The person seeking indemnification shall provide to the Company a written affirmation of his good faith belief that the standard of conduct necessary for indemnification by the Company has been met and a written undertaking to repay any such advance if it should ultimately be determined that the standard of conduct has not been met. In addition, at least one of the following conditions shall be met: (i) the person seeking indemnification shall provide security in form and amount acceptable to the Company for his undertaking; (ii) the Company is insured against losses arising by reason of the advance; or (iii) a majority of a quorum of directors of the Company who are neither "interested persons" as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended, nor parties to the proceeding ("disinterested non-party directors"), or independent legal counsel, in a written opinion, shall have determined, based on a review of facts readily available to the Company at the time the advance is proposed to be made, that there is reason to believe that the person seeking indemnification will ultimately be found to be entitled to indemnification. (c) At the request of any person claiming indemnification under this Article, the Board of Directors shall determine, or cause to be determined, in a manner consistent with the Maryland General Corporation Law, whether the standards required by this Article have been met. Indemnification shall be made only following: (i) a final decision on the merits by a court or 41 other body before whom the proceeding was brought that the person to be indemnified was not liable by reason of disabling conduct or (ii) in the absence of such a decision, a reasonable determination, based upon a review of the facts, that the person to be indemnified was not liable by reason of disabling conduct by (a) the vote of a majority of a quorum of disinterested non-party directors or (b) an independent legal counsel in a written opinion. (d) Employees and agents who are not officers or directors of the Company may be indemnified, and reasonable expenses may be advanced to such employees or agents, as may be provided by action of the Board of Directors or by contract, subject to any limitations imposed by the Investment Company Act of 1940. (e) The Board of Directors may make further provision consistent with law for indemnification and advance of expenses to directors, officers, employees and agents by resolution, agreement or otherwise. The indemnification provided by this Article shall not be deemed exclusive of any other right, with respect to indemnification or otherwise, to which those seeking indemnification may be entitled under any insurance or other agreement or resolution of stockholders or disinterested directors or otherwise. (f) References in this Article are to the Maryland General Corporation Law and to the Investment Company Act of 1940, as from time to time amended. No amendment of these Bylaws shall affect any right of any person under this Article based on any event, omission or proceeding prior to the amendment. ARTICLE 5.3. INSURANCE. The Company may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Company or who, while a director, officer, employee or agent of the Company, is or was serving at the request of the Company as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, other enterprise or employee benefit plan, against any liability asserted against and incurred by such person in any such capacity or arising out of such person's position; PROVIDED that no insurance may be purchased by the Company on behalf of any person against any liability to the Company or to its Stockholders to which he would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office. 42 Item 16. Exhibits 1(a) Articles of Incorporation of the Registrant, dated January 5, 1990. (b) Articles of Amendment of the Registrant dated February 14, 1990. (c) Articles of Amendment of the Registrant dated February 22, 1990 2. Amended and Restated By-laws of the Registrant dated November 9, 1999. 3. Not Applicable. 4. Form of Merger Agreement and Plan of Reorganization is filed herewith as Exhibit A. 5. Not Applicable. 6. Investment Advisory Agreement between the Registrant and BEA Associates (now Credit Suisse Asset Management, LLC) dated December 21, 1990. 7. Not Applicable. 8. Not Applicable. 9. Custodian Agreement between the Registrant and Brown Brothers Harriman & Co., dated June 14, 1995, as amended. 10. Not Applicable 11 (a) Opinion and Consent of Willkie Farr & Gallagher. To be filed by amendment. (b) Opinion and consent of Venable, Baetjer and Howard, LLP. To be filed by amendment. 12.(a) Opinion and Consent of Willkie Farr & Gallagher with respect to tax matters. To be filed by amendment. (b) Opinion and consent of Brown & Wood LLP with respect to tax matters. To be filed by amendment. 43 13(a) Registrar, Transfer Agency and Service Agreement between the Registrant and the First National Bank of Boston, dated September 12, 1995. (b) Administrative Services Agreement between the Registrant and BEA Associates dated April 30, 1992. (c) Administration Agreement between the registrant and Bear Stearns Fund Management, Inc. dated June 23, 1995. (d) Credit Agreement between the Registrant, other CSAM-advised Funds, Deutsche Bank AG, as administrative agent, State Street Bank and Trust Company, as operations agent, Bank of Nova Scotia, as syndication agent, and other lenders (the "Credit Agreement") dated June 23, 1999. (e) First Amendment to Credit Agreement dated June 21, 2000. 14. Consents of PricewaterhouseCoopers LLP. 15. Not Applicable 16. Powers of Attorney (incorporated in signature page to Registration Statement included herein) 17(a) Code of Ethics. (b) Proxy Cards. Item 17. Undertakings (1) The Registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus which is a part of this registration statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act, the reoffering prospectus will contain the information called for by the applicable registration form for reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form. (2) The Registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as a part of an amendment to the registration statement and will not be used until the amendment is effective, and that, in determining any liability under the 1933 Act, each post-effective amendment shall be deemed to be a new registration statement for the securities offered 44 therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them. 45 SIGNATURES Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant has duly caused this Registration Statement on Form N-14 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York and the State of New York on the 11th day of October, 2000. The Indonesia Fund, Inc. By: /s/ William W. Priest, Jr. ---------------------------------------------- Name: William W. Priest, Jr. Title: Chairman of the Board and President Each person whose signature appears below hereby constitutes and appoints Michael A. Pignataro and Hal Liebes and each of them, his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form N-14 and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents or any of them, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form N-14 has been signed below by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE /s/ William W. Priest, Jr. - -------------------------- William W. Priest, Jr. Chairman of the Board and President October 11, 2000 /s/ Dr. Enrique R. Arzac - -------------------------- Dr. Enrique R. Arzac Director October 11, 2000 /s/ Lawrence J. Fox - -------------------------- Lawrence J. Fox Director October 11, 2000 /s/ Richard H. Francis - -------------------------- Richard H. Francis Director October 11, 2000 /s/ Michael A. Pignataro - -------------------------- Michael A. Pignataro Chief Financial Officer and Secretary October 11, 2000 (Principal Financial Officer)
46 EXHIBIT NO. EXHIBIT EXHIBITS 1(a) Articles of Incorporation of the Registrant, dated January 5, 1990. 1(b) Articles of Amendment of the Registrant dated February 14, 1990. 1(c) Articles of Amendment of the Registrant dated February 22, 1990 2. Amended and Restated By-laws of the Registrant dated November 9, 1999. 4. Form of Merger Agreement and Plan of Reorganization is filed herewith as Exhibit A. 6. Investment Advisory Agreement between the Registrant and BEA Associates (now Credit Suisse Asset Management, LLC) dated December 21, 1990. 9. Custodian Agreement between the Registrant and Brown Brothers Harriman & Co., dated June 14, 1995, as amended. 13(a) Registrar, Transfer Agency and Service Agreement between the Registrant and the First National Bank of Boston, dated September 12, 1995. 13(b) Administrative Services Agreement between the Registrant and BEA Associates dated April 30, 1992. 13(c) Administration Agreement between the registrant and Bear Stearns Fund Management, Inc. dated June 23, 1995. 13(d) Credit Agreement between the Registrant, other CSAM-advised Funds, Deutsche Bank AG, as administrative agent, State Street Bank and Trust Company, as operations agent, Bank of Nova Scotia, as syndication agent, and other lenders (the "Credit Agreement") dated June 23, 1999. 13(e) First Amendment to Credit Agreement dated June 21, 2000. 14. Consents of PricewaterhouseCoopers LLP. 16. Powers of Attorney (incorporated in signature page to Registration Statement included herein) 17(a) Code of Ethics. (b) Proxy Cards. 47 EX-99.1(A) 2 a2026585zex-99_1a.txt EXHIBIT 99.1(A) EXHIBIT 1(a) ARTICLES OF INCORPORATION OF THE INDONESIA FUND, INC. -------------------------- ARTICLE I THE UNDERSIGNED, Paul M. Aguggia, whose post office address is c/o Willkie Farr & Gallagher, One Citicorp Center, 153 East 53rd Street, New York, New York 10022, being at least eighteen years of age, does hereby act as an incorporator and form a corporation under and by virtue of the Maryland General Corporation Law. ARTICLE II NAME ---- The name of the Corporation is THE INDONESIA FUND, INC. ARTICLE III PURPOSES AND POWERS ------------------- The Corporation is formed for the following purposes: (1) To conduct and carry on the business of a closed-end investment company. (2) To hold, invest and reinvest its assets in securities and other investments or to hold part or all of its assets in cash. (3) To issue and sell shares of its capital stock in such amounts and on such terms and conditions and for such purposes and for such amount or kind of consideration as may now or hereafter be permitted by law. (4) To do any and all additional acts and to exercise any and all additional powers or rights as may be necessary, incidental, appropriate or desirable for the accomplishment of all or any of the foregoing purposes. The Corporation shall be authorized to exercise and enjoy all of the powers, rights and privileges granted to, or conferred upon, corporations by the Maryland General Corporation Law now or hereafter in force, and the enumeration of the foregoing shall not be deemed to exclude any powers, rights or privileges so granted or conferred. ARTICLE IV PRINCIPAL OFFICE AND RESIDENT AGENT ----------------------------------- The post office address of the principal office of the Corporation in the State of Maryland is c/o The Corporation Trust Incorporated, 32 South Street, Baltimore, Maryland 21202. The name of the resident agent of the Corporation in the State of Maryland is The Corporation Trust Incorporated. The post office address of the resident agent is 32 South Street, Baltimore, Maryland 21202. ARTICLE V CAPITAL STOCK ------------- (1) The total number of shares of capital stock that the Corporation shall have authority to issue is one hundred million (100,000,000) shares, of the par value of one tenth of one percent ($.001) per share and of the aggregate par value of one hundred thousand dollars ($100,000), all of which one hundred million (100,000,000) shares are designated Common Stock. (2) The Corporation may issue fractional shares. Any fractional share shall carry proportionately the rights of a whole share including, without limitation, the right to vote and the right to receive dividends. A fractional share shall not, however, have the right to receive a certificate evidencing it. (3) All persons who shall acquire stock in the Corporation shall acquire the same subject to the provisions of these Articles of Incorporation and the Bylaws of the Corporation, as from time to time amended. (4) No holder of stock of the Corporation by virtue of being such a holder shall have any right to purchase or subscribe for any shares of the Corporation's capital stock or any other security that the Corporation may issue or sell other than a right that the Board of Directors in its discretion may determine or grant. (5) The Board of Directors shall have authority by resolution to classify and reclassify any authorized but unissued shares of capital stock from time to time by setting or changing in any one or more respects the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends, qualifications or terms of conditions of redemption of the capital stock. (6) Notwithstanding any provision of law requiring any action to be taken or authorized by the affirmative vote of the holders of a greater proportion of the votes of all classes or of any class of stock of the Corporation, such action shall be effective and valid if taken or authorized by the affirmative vote of a majority of the total number of votes entitled to be cast thereon, except or otherwise provided in these Articles of Incorporation. -2- ARTICLE VI BOARD OF DIRECTORS ------------------ (1) The number of directors constituting the Board of Directors shall be specified in the Bylaws or determined by the Board of Directors pursuant to the Bylaws, except that the number of Directors shall in no event be greater than nine (9). The names of the directors who shall act until the first annual meeting of shareholders or until their successors are duly chosen and qualified are: Mark Arnold Emilio Bassini (2) Beginning with the first annual meeting of stockholders held after the initial public offering of the shares of the Corporation (the "initial annual meeting"), the Board of Directors shall be divided into three classes: Class I, Class II and Class III. The terms of office of the classes of Directors elected at the initial annual meeting shall expire at the times of the annual meetings of the stockholders as follows: Class I on the next annual meeting, Class II on the second next annual meeting and Class III on the third next annual meeting, or thereafter in each case when their respective successors are elected and qualified. At each subsequent annual election, the Directors chosen to succeed those whose terms are expiring shall be identified as being of the same class as the Directors whom they succeed, and shall be elected for a term expiring at the time of the third succeeding annual meeting of stockholders, or thereafter in each case when their respective successors are elected and qualified. The number of Directorships shall be apportioned among the classes so as to maintain the classes as nearly equal in number as possible. (3) A Director may be removed with or without cause, but only by action of the stockholders taken by the holders of at least seventy-five percent (75%) of the votes entitled to be cast. (4) In furtherance, and not in limitation, of the powers conferred by the laws of the State of Maryland, the Board of Directors is expressly authorized: (i) To make, alter or repeal the Bylaws of the Corporation, except as otherwise required by the Investment Company Act of 1940, as amended. (ii) From time to time to determine whether and to what extent and at what times and places and under what conditions and regulations the books and accounts of the Corporation, or any of them other than the stock ledger, shall be open to the inspection of the stockholders. No stockholder shall have any right to inspect any account or book or document of the Corporation, except as conferred by law or authorized by resolution of the Board of Directors. (iii) Without the assent or vote of the stockholders, to authorize the issuance from time to time of shares of the stock of any class of the Corporation, whether now or hereafter authorized, and securities convertible into shares of stock of the Corporation of any -3- class or classes, whether now or hereafter authorized, for such consideration as the Board of Directors may deem advisable. (iv) Without the assent or vote of the stockholders, to authorize and issue obligations of the Corporation, secured and unsecured, as the Board of Directors may determine, and to authorize and cause to be executed mortgages and liens upon the real or personal property of the Corporation. (v) In addition to the powers and authorities granted herein and by statute expressly conferred upon it, the Board of Directors is authorized to exercise all powers and do all acts that may be exercised or done by the Corporation pursuant to the provisions of the laws of the State of Maryland, these Articles of Incorporation and the Bylaws of the Corporation. (5) Any determination made in good faith by or pursuant to the direction of the Board of Directors, with respect to the amount of assets, obligations or liabilities of the Corporation, as to the amount of net income of the Corporation from dividends and interest for any period or amounts at any time legally available for the payment of dividends, as to the amount of any reserves or charges set up and the propriety thereof, as to the time of or purpose for creating reserves or as to the use, alteration or cancellation of any reserves or charges (whether or not any obligation or liability for which the reserves or charges have been created has been paid or discharged or is then or thereafter required to be paid or discharged), as to the value of any security owned by the Corporation or as to the determination of the net asset value of shares of any class of the Corporation's capital stock, shall be final and conclusive, and shall be binding upon the Corporation and all holders of its capital stock, past, present and future, and shares of the capital stock of the Corporation are issued and sold on the condition and understanding, evidenced by the purchase of shares of capital stock or acceptance of share certificates, that any and all such determinations shall be binding as foresaid. No provision of these Articles of Incorporation of the Corporation shall be effective to (i) require a waiver of compliance with any provision of the Securities Act of 1933, as amended, or the Investment Company Act of 1940, as amended, or of any valid rule, regulation or order of the Securities and Exchange Commission under those Acts or (ii) protect or purport to protect any director or officer of the Corporation against any liability to the Corporation or its security holders to which he would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office. ARTICLE VII CERTAIN TRANSACTIONS -------------------- (1) Notwithstanding any other provision of these Articles of Incorporation, and subject to the exceptions provided in Paragraph (4) of this Article, the types of transactions described in Paragraph (3) of this Article shall require the affirmative vote of the holders of seventy-five percent (75%) of the votes entitled to be cast when a Principal Shareholder (as defined in Paragraph (2) of this Article) is a party to the transaction. (2) The term "Principal Shareholder" shall mean any corporation, person or other entity which is the beneficial owner, directly or indirectly, of more than five percent (5%) of the -4- outstanding shares of any class of stock of the Corporation and shall include any affiliate or associate, as such terms are defined in clause (ii) below, of a Principal Shareholder. For the purpose of this Article, in addition to the shares of stock which a corporation, person or other entity beneficially owns directly, (a) any corporation, person or other entity shall be deemed to be the beneficial owner of any shares of stock of the Corporation (i) which it has the right to acquire pursuant to any agreement or upon exercise of conversion rights or warrants, or otherwise (but excluding stock options granted by the Corporation) or (ii) which are beneficially owned, directly or indirectly (including shares deemed owned through application of clause (i) above), by any other corporation, person or entity with which it or its "affiliate" or "associate" (as defined below) has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of stock of the Corporation, or which is its "affiliate", or "associate" as those terms are defined in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934 as in effect on August 1, 1989, and (b) the outstanding shares of any class of stock of the Corporation shall include shares deemed owned through application of clauses (i) and (ii) above but shall not include any other shares which may be issuable pursuant to any agreement, or upon exercise of conversion rights or warrants, or otherwise. (3) This Article shall apply to the following transactions: (i) The merger, consolidation or share exchange of the Corporation or any subsidiary of the Corporation with or into any Principal Shareholder. (ii) The issuance of any securities of the Corporation to any Principal Shareholder for cash. (iii) The sale, lease or exchange of all or any substantial part of the assets of the Corporation to any Principal Shareholder (except assets having an aggregate fair market value of less than $1,000,000, aggregating for the purpose of such computation all assets sold, leased or exchanged in any series of similar transactions within a twelve-month period). (iv) The sale, lease or exchange to the Corporation or any subsidiary thereof, in exchange for securities of the Corporation, of any assets of any Principal Shareholder (except assets having an aggregate fair market value of less than $1,000,000, aggregating for the purposes of such computation all assets sold, leased or exchanged in any series of similar transactions within a twelve-month period). (4) The provisions of this Article shall not be applicable to (i) any of the transactions described in Paragraph (3) of this Article if a majority of the Continuing Directors of the Corporation shall by resolution have approved a memorandum of understanding with such Principal Shareholder with respect to and substantially consistent with such transaction, (ii) any such transaction with any corporation of which a majority of the outstanding shares of all classes of stock normally entitled to vote in elections of directors is owned of record or beneficially by -5- the Corporation and its subsidiaries, or (iii) any transaction involving the issuance of securities of the Corporation pursuant to a dividend reinvestment plan adopted by the Corporation. For purposes of this Paragraph, a "Continuing Director" is a Director of the Company who either was a member of the Board of Directors on the date of the closing of the initial public offering of the Corporation's common stock, or subsequently became a Director and whose election, or nomination for election by the Company's stockholders, was approved by a vote of a majority of the Continuing Directors then on the Board of Directors. (5) The Board of Directors shall have the power and duty to determine for the purposes of this Article on the basis of information known to the Corporation, whether (i) a corporation, person or entity beneficially owns more than five percent (5%) of the outstanding shares of any class of stock of the Corporation, (ii) a corporation, person or entity is an "affiliate" or "associate" (as defined above) of another, (iii) the assets being acquired or leased to or by the Corporation, or any subsidiary thereof, constitute a substantial part of the assets of the Corporation and have an aggregate fair market value of less than $1,000,000, and (iv) the memorandum of understanding referred to in Paragraph (4) hereof is substantially consistent with the transaction covered thereby. Any such determination shall be conclusive and binding for all purposes of this Article. ARTICLE VIII CHANGE OF STRUCTURE; LIQUIDATION -------------------------------- (1) The conversion of the Corporation from a "closed-end company" to an "open-end company," as those terms are defined in Section 5(a)(2) and 5(a)(1), respectively, of the Investment Company Act of 1940, as amended, shall require the affirmative vote of the holders of seventy-five percent (75%) of the votes entitled to be cast. (2) The liquidation or dissolution of the Corporation shall require the affirmative vote of the holders of seventy-five percent (75%) of the votes entitled to be cast, provided that if a majority of the Continuing Directors, as that term is defined in Article VII, shall have approved the liquidation or dissolution of the Corporation, such action shall require the affirmative vote of a majority of the votes entitled to be cast. ARTICLE IX LIMITATION ON LIABILITY; INDEMNIFICATION ---------------------------------------- (1) To the fullest extent that limitations on the liability of directors and officers are permitted by the Maryland General Corporation Law, no director or officer of the Corporation shall have any liability to the Corporation or its stockholders for damages. This limitation on liability applies to events occurring at the time a person serves as a director or officer of the Corporation whether or not such person is a director or officer at the time of any proceeding in which liability is asserted. (2) Any person who was or is a party or is threatened to be made a party in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, -6- administrative or investigative, by reason of the fact that such person is a current or former director or officer of the Corporation, or is or was serving while a director or officer of the Corporation at the request of the Corporation as a director, officer, partner, trustee, employee, agent or fiduciary of another corporation, partnership, joint venture, trust, enterprise or employee benefit plan, shall be indemnified by the Corporation against judgments, penalties, fines, excise taxes, settlements and reasonable expenses (including attorneys' fees) actually incurred by such person in connection with such action, suit or proceeding to the full extent permissible under the Maryland General Corporation Law, the Securities Act of 1933 and the Investment Company Act of 1940, as such statutes are now or hereafter in force. In addition, the Corporation shall also advance expenses to its currently acting and its former directors and officers to the fullest extent that indemnification of directors is permitted by the Maryland General Corporation Law. The Board of Directors may by Bylaw, resolution or agreement make further provision for indemnification of directors, officers, employees and agents to the fullest extent permitted by the Maryland General Corporation Law. (3) No provision of this Article shall be effective to protect or purport to protect any director or officer of the Corporation against any liability to the Corporation or its security holders to which he would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office. (4) References to the Maryland General Corporation Law in this Article are to that law as from time to time amended. No amendment to the charter of the Corporation shall affect any right of any person under this Article based on any event, omission or proceeding prior to the amendment. ARTICLE X AMENDMENTS ---------- (1) The Corporation reserves the right from time to time to make any amendment to its Articles of Incorporation, now or hereafter authorized by law, including any amendment that alters the contract rights, as expressly set forth in its Articles of Incorporation, of any outstanding stock. (2) Notwithstanding Paragraph (1) of this Article or any other provision of these Articles of Incorporation, no amendment to these Articles of Incorporation of the Corporation shall amend, alter, change or repeal any of the provisions of Articles VI, VII, VIII or X unless the amendment effecting such amendment, alteration, change or repeal shall receive the affirmative vote of seventy-five percent (75%) of the votes entitled to be cast. -7- IN WITNESS WHEREOF, I have adopted and signed these Articles of Incorporation or do hereby acknowledge that the adoption and signing are my act. Dated the 5th day of January, 1990. /s/ Paul M. Aguggia ---------------------------------------- Paul M. Aguggia, Incorporator -8- EX-99.1(B) 3 a2026585zex-99_1b.txt EXHIBIT 99.1(B) EXHIBIT 1(b) THE INDONESIA FUND, INC. ARTICLES OF AMENDMENT The Indonesia Fund, Inc., a Maryland Corporation having its principal office in the City of Baltimore, State of Maryland (hereinafter called the "Corporation"), hereby certifies to the State Department of Assessments and Taxation of Maryland that: FIRST: The Charter of the Corporation is hereby amended so that Article VII will now read as follows: ARTICLE VII CERTAIN TRANSACTIONS -------------------- (a) Except certain transactions as otherwise provided in this Article VII, at least 75% of the votes entitled to be cast by stockholders, in addition to the affirmative vote of 75% of the Board of Directors, shall be necessary to effect any of the following actions: (i) any amendment to these Articles to make the Corporation's Common Stock a "redeemable security" or to convert the corporation from a "closed-end company" to an "open-end company" (as such terms are defined in the Investment Company Act of 1940, as amended) or, any amendment to paragraph (1) of Article III, unless the Continuing Directors (as hereinafter defined) of the Corporation, by a vote of at least 75% of such Directors, approve such amendment in which case the affirmative vote of the holder of two-thirds of the outstanding shares of the Corporation entitled to vote thereon shall be required; (ii) any stockholder proposal as to specific investment decisions made or to be made with respect to the Corporation's assets; (iii) any proposal as to the voluntary liquidation or dissolution of the Corporation or any amendment to these Articles to terminate the existence of the Corporation, unless the Continuing Directors of the Corporation, by a vote of at least 75% of such Directors, approve such proposal in which case the affirmative vote of the holders of two-thirds of the outstanding shares of the Corporation entitled to vote thereon shall be required; or (iv) any Business Combination (as hereinafter defined) unless either the condition in clause (A) below is satisfied or all of the conditions in clauses (B), (C), (D), (E) and (F) below are satisfied: (A) The Business Combination shall have been approved by a vote of at least 75% of the Continuing Directors in which case the affirmative vote of the holders of two-thirds of the outstanding shares of the Corporation entitled to vote thereon shall be required. (B) The aggregate amount of cash and the Fair Market Value (as hereinafter defined), as of the date of the consummation of the Business Combination, of consideration other than cash to be received per share by holders of any class of outstanding Voting Stock (as hereinafter defined) in such Business Combination shall be at least equal to the higher of the following: (x) the highest per share price (including any brokerage commissions, transfer taxes and soliciting dealers' fees) paid by an Interested Party (as hereinafter defined) for any shares of such Voting Stock acquired by it (aa) within the two-year period immediately prior to the first public announcement of the proposal of the Business Combination (the "Announcement Date"), or (bb)(i) in the Threshold Transaction (as hereinafter defined), or (ii) in any period between the Threshold Transaction and the consummation of the Business Combination, whichever is higher; and (y) the net asset value per share of such Voting Stock on the Announcement Date or on the date of the Threshold Transaction, whichever is higher. (C) The consideration to be received by holders of the particular class of outstanding Voting Stock shall be in cash or in the same form as the Interested Party has previously paid for shares of any class of Voting Stock. If the Interested Party has paid for shares of any class of Voting Stock with varying forms of consideration, the form of consideration for such class of Voting Stock shall be either cash or the form used to acquire the largest number of shares of such class of Voting Stock previously acquired by it. (D) After the occurrence of the Threshold Transaction, and prior to the consummation of such Business Combination, such Interested Party shall not have become the beneficial owner of any additional shares of Voting Stock except by virtue of the Threshold Transaction. (E) After the occurrence of the Threshold Transaction, such Interested Party shall not have received the benefit, directly or indirectly (except proportionately as a shareholder of the Corporation), of any loans, advances, guarantees, pledges or other financial assistance or any tax credits or other tax advantages provided by the Corporation, whether in anticipation of or in connection with such Business Combination or otherwise. (F) A proxy or information statement describing the proposed Business Combination and complying with the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, as amended, and the rules and regulations thereunder (or any subsequent provisions replacing such Acts, rules or regulations) shall be prepared and mailed by the Interested Party, at such Interested Party's expense, to the shareholders of the Corporation at least 30 days prior to the consummation of such Business Combination (whether or not such proxy or information statement is required to be mailed pursuant to such Acts or subsequent provisions). (b) For the purposes of this Article: (i) "Business Combination" shall mean any of the transactions described or referred to in any one or more of the following paragraphs: -2- (A) any merger, consolidation or share exchange of the Corporation with or into any other person; (B) any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions in any 12 month period) to or with any other person of any assets of the Corporation having an aggregate Fair Market Value of $1,000,000 or more except for portfolio transactions of the Corporation effected in the ordinary course of the Corporation's business; (C) the issuance or transfer by the Corporation (in one transaction or a series of transactions in any 12 month period) of any securities of the Corporation to any other person in exchange for cash, securities or other property (or a combination thereof) having an aggregate Fair Market Value of $1,000,000 or more excluding (x) sales of any securities of the Corporation in connection with a public offering thereof, (y) issuances of any securities of the Corporation pursuant to a dividend reinvestment plan adopted by the Corporation and (z) issuances of any securities of the Corporation upon the exercise of any stock subscription rights distributed by the Corporation; (ii) "Continuing Director" means any member of the Board of Directors of the Corporation who is not an Interested Party or an Affiliate of an Interested Party and has been a member of the Board of Directors for a period of at least 12 months, or is a successor of a Continuing Director who is unaffiliated with an Interested Party and is recommended to succeed a Continuing Director by a majority of the Continuing Directors then on the Board of Directors. (iii) "Interested Party" shall mean any person, other than an investment company advised by the Corporation's initial investment manager or any of its Affiliates, which enters, or proposes to enter, into a Business Combination with the Corporation. (iv) "Person" shall mean an individual, a corporation, a trust or a partnership. (v) "Voting Stock" shall mean capital stock of the Corporation entitled to vote generally in the election of directors. (vi) A person shall be a "beneficial owner" of any Voting Stock: (A) which such person or any of its Affiliates or Associates (as hereinafter defined) beneficially owns, directly or indirectly; or (B) which such person or any of its Affiliates or Associates has the right to acquire (whether such right is exercisable immediately or only after the passage of time), pursuant to any agreement, arrangement or understanding or upon the exercise of conversion rights, exchange rights, warrants or options; or (C) which is beneficially owned, directly or indirectly, by any other person with which such person or any of its Affiliates or Associates has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of any shares of Voting Stock. -3- (vii) "Affiliate" and "Associate" shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934. (viii) "Fair Market Value" means: (A) in the case of stock, the highest closing sale price during the 30-day period immediately preceding the relevant date of a share of such stock on the New York Stock Exchange, or if such stock is not listed on such Exchange, on the principal United States securities exchange registered under the Securities Exchange Act of 1934 on which such stock is listed, or, if such stock is not listed on any such exchange, the highest closing bid quotation with respect to a share of such stock during the 30-day period preceding the relevant date on the National Association of Securities Dealers, Inc. Automated Quotation Systems (NASDAQ) or any system then in use, or if no such quotations are available, the fair market value on the relevant date of the share of such stock as determined by 75% of the Continuing Directors in good faith, and (B) in the case of property other than cash or stock, the fair market value of such property on the relevant date as determined by 75% of the Continuing Directors in good faith. (ix) "Threshold Transaction" means the transaction by or as a result of which are Interested Party first becomes the beneficial owner of Voting Stock. (x) In the event of any Business Combination in which the Corporation survives, the phrase "consideration other than cash to be received" as used in subparagraph (a)(iv)(B) above shall include the shares of Common Stock and/or the shares of any other class of outstanding Voting Stock retained by the holders of such shares. (xi) Continuing Directors of the Corporation, acting by a vote of 75%, shall have the power and duty to determine, on the basis of information known to them after reasonable inquiry, all facts necessary to determine (a) the number of shares of Voting Stock beneficially owned by any person, (b) whether a person is an Affiliate or Associate of another, (c) whether the requirements of subparagraph (a)(iv) above have been met with respect to any Business Combination, and (d) whether the assets which are the subject of any Business Combination have, or the consideration to be received for the issuance or transfer of securities by the Corporation in any Business Combination has, an aggregate Fair Market Value of $1,000,000 or more. SECOND: The Charter of the Corporation is hereby further amended to delete Article VIII and renumber Articles IX and X respectively as Articles VIII and IX and, to reflect this renumbering in paragraph (2) of the Article now numbered IX. THIRD: The foregoing amendment to the Charter of the Corporation has been approved by a majority of the entire Board of Directors of the Corporation. No shares of capital stock have been issued or subscribed for. -4- IN WITNESS WHEREOF, The Indonesia Fund, Inc. has caused these Articles of Amendment to be signed in its name and on its behalf by its President and attested by its Assistant Secretary, on February 14, 1990. The President acknowledges these Articles of Amendment to be the corporate act of the Corporation and states that to the best of his knowledge, information and belief, the matters and facts set forth in these Articles with respect to the authorization and approval of the amendment of the Corporation's Charter are true in all material respects and that this statement is made under penalties of perjury. The Indonesia Fund, Inc. Attest: By: /s/ Emilio Bassini -------------------------------------- Emilio Bassini President /s/ Michael Pignataro - ------------------------------------ Michael Pignataro, Assistant Secretary -5- EX-99.1(C) 4 a2026585zex-99_1c.txt EXHIBIT 99.1(C) EXHIBIT 1(c) THE INDONESIA FUND, INC. ARTICLES OF AMENDMENT The Indonesia Fund, Inc., a Maryland Corporation having its principal office in the City of Baltimore, State of Maryland (hereinafter called the "Corporation"), hereby certifies to the State Department of Assessments and Taxation of Maryland that: FIRST: The Charter of the Corporation is hereby amended so that Article VII will now read as follows: ARTICLE I CERTAIN TRANSACTIONS --------------------- (a) Except as otherwise provided in this Article VII, at least 75% of the votes entitled to be cast by stockholders, in addition to the affirmative vote of 75% of the Board of Directors, shall be necessary to effect any of the following actions: (i) any amendment to these Articles to make the Corporation's Common Stock a "redeemable security" or to convert the corporation from a "closed-end company" to an "open-end company" (as such terms are defined in the Investment Company Act of 1940, as amended) or any amendment to paragraph (1) of Article III, unless the Continuing Directors (as hereinafter defined) of the Corporation, by a vote of at least 75% of such Directors, approve such amendment in which case the affirmative vote of the holders of two-thirds of the outstanding shares of the Corporation entitled to vote thereon shall be required; (ii) any stockholder proposal as to specific investment decisions made or to be made with respect to the Corporation's assets; (iii) any proposal as to the voluntary liquidation or dissolution of the Corporation or any amendment to these Articles to terminate the existence of the Corporation, unless the Continuing Directors of the Corporation, by a vote of at least 75% of such Directors, approve such proposal in which case the affirmative vote of the holders of two-thirds of the outstanding shares of the Corporation entitled to vote thereon shall be required; or (iv) any Business Combination (as hereinafter defined) unless either the condition in clause (A) below is satisfied or all of the conditions in clauses (B), (C), (D), (E) and (F) below are satisfied: (A) The Business Combination shall have been approved by a vote of at least 75% of the Continuing Directors in which case the affirmative vote of the holders of two-thirds of the outstanding shares of the Corporation entitled to vote thereon shall be required. (B) The aggregate amount of cash and the Fair Market Value (as hereinafter defined), as of the date of the consummation of the Business Combination, of consideration other than cash to be received per share by holders of any class of outstanding Voting Stock (as hereinafter defined) in such Business Combination shall be at least equal to the higher of the following: (x) the highest per share price (including any brokerage commissions, transfer taxes and soliciting dealers' fees) paid by an Interested Party (as hereinafter defined) for any shares of such Voting Stock acquired by it (aa) within the two-year period immediately prior to the first public announcement of the proposal of the Business Combination (the "Announcement Date"), or (bb)(i) in the Threshold Transaction (as hereinafter defined), or (ii) in any period between the Threshold Transaction and the consummation of the Business Combination, whichever is higher; and (y) the net asset value per share of such Voting Stock on the Announcement Date or on the date of the Threshold Transaction, whichever is higher. (C) The consideration to be received by holders of the particular class of outstanding Voting Stock shall be in cash or in the same form as the Interested Party has previously paid for shares of any class of Voting Stock. If the Interested Party has paid for shares of any class of Voting Stock with varying forms of consideration, the form of consideration for such class of Voting Stock shall be _________ cash or the form used to acquire the largest number of ________ of such class of Voting Stock previously acquired by it. (D) After the occurrence of the Threshold Transaction, and prior to the consummation of such Business Combination, such Interested Party shall not have become the beneficial owner of any additional shares of Voting Stock except by virtue of the Threshold Transaction. (E) After the occurrence of the Threshold Transaction, such Interested Party shall not have received the benefit, directly or indirectly (except proportionately as a shareholder of the Corporation), of any loans, advances, guarantees, pledges or other financial assistance or any tax credits or other tax advantages provided by the Corporation, whether in anticipation of or in connection with such Business Combination or otherwise. (F) A proxy or information statement describing the proposed Business Combination and complying with the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, as amended, and the rules and regulations thereunder (or any subsequent provisions replacing such Acts, rules or regulations) shall be prepared and mailed by the Interested Party, at such Interested Party's expense, to the shareholders of the Corporation at least 30 days prior to the consummation of such Business Combination (whether or not such proxy or information statement is required to be mailed pursuant to such Acts or subsequent provisions). -2- (b) For the purposes of this Article: (i) "Business Combination" shall mean any of the transactions described or referred to in any one or more of the following subparagraphs: (A) any merger, consolidation or share exchange of the corporation with or into any other person; (B) any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions in any 12 month period) to or with any other person of any assets of the Corporation having an aggregate Fair Market Value of $1,000,000 or more except for portfolio transactions of the Corporation effected in the ordinary course of the Corporation's business; (C) the issuance or transfer by the Corporation (in one transaction or a series of transactions in any 12 month period) of any securities of the Corporation to any other person in exchange for cash, securities or other property (or a combination thereof) having an aggregate Fair Market Value of $1,000,000 or more excluding (x) sales of any securities of the Corporation in connection with a public offering thereof, (y) issuances of any securities of the Corporation pursuant to a dividend reinvestment plan adopted by the Corporation and (z) issuances of any securities of the Corporation upon the exercise of any stock subscription rights distributed by the Corporation; (ii) "Continuing Director" means any member of the Board of Directors of the Corporation who is not an Interested Party or any Affiliate of an Interested Party and has been a member of the Board of Directors for a period of at least 12 months, or is a successor of a Continuing Director who is unaffiliated with an Interested Party and is recommended to succeed a Continuing Director by a majority of the Continuing Directors then on the Board of Directors. (iii) "Interested Party" shall mean any person, other than an investment company advised by the Corporation's initial investment manager or any of its Affiliates, which enters, or proposes to enter, into a Business Combination with the Corporation. (iv) "Person" shall mean an individual, a corporation, a trust or a partnership. (v) "Voting Stock" shall mean capital stock of the Corporation entitled to vote generally in the election of directors. (vi) A person shall be a "beneficial owner" of any Voting Stock: (A) which such person or any of its Affiliates or Associates (as hereinafter defined) beneficially owns, directly or indirectly; or (B) which such person or any of its Affiliates or Associates has the right to acquire (whether such right is exercisable immediately or only after the passage of -3- time), pursuant to any agreement, arrangement or understanding or upon the exercise of conversion rights, exchange rights, warrants or options, or (C) which is beneficially owned, directly or indirectly, by any other person with which such person or any of its Affiliates or Associates has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of any shares of Voting Stock. (vii) "Affiliate" and "Associate" shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934. (viii) "Fair Market Value" means: (A) in the case of stock, the highest closing sale price during the 30-day period immediately preceding the relevant date of a share of such stock on the New York Stock Exchange, or if such stock is not listed on such Exchange, on the principal United States securities exchange registered under the Securities Exchange Act of 1934 on which such stock is listed, or, if such stock is not listed on any such exchange, the highest closing bid quotation with respect to a share of such stock during the 30-day period preceding the relevant date on the National Association of Securities Dealers, Inc. Automated Quotation Systems (NASDAQ) or any system then in use, or if no such quotations are available, the fair market value on the relevant date of the share of such stock as determined by 75% of the Continuing Directors in good faith, and (B) in the case of property other than cash or stock, the fair market value of such property on the relevant date as determined by 75% of the Continuing Directors in good faith. (ix) "Threshold Transaction" means the transaction by or as a result of which an Interested Party first becomes the beneficial owner of Voting Stock. (x) In the event of any Business Combination in which the Corporation survives, the phrase "consideration other than cash to be received" as used in subparagraph (a)(iv)(B) above shall include the shares of Common Stock and/or the shares of any other class of outstanding Voting Stock retained by the holders of such shares. (xi) Continuing Directors of the Corporation, acting by a vote of 75%, shall have the power and duty to determine, on the basis of information known to them after reasonable inquiry, all facts necessary to determine (a) the number of shares of Voting Stock beneficially owned by any person, (b) whether a person is an Affiliate or Associate of another, (c) whether the requirements of subparagraph (a)(iv) above have been met with respect to any Business Combination, and (d) whether the assets which are the subject of any Business Combination have, or the consideration to be received for the issuance or transfer of securities by the Corporation in any Business Combination has, an aggregate Fair Market Value of $1,000,000 or more. -4- SECOND: The Charter of the Corporation is hereby further amended to delete Article VIII and renumber Articles IX and X respectively as Articles VIII and IX and to reflect this renumbering in paragraph (2) of the Article now numbered IX. THIRD: The foregoing amendment to the Charter of the Corporation has been approved by a majority of the entire Board of Directors of the Corporation. No shares of capital stock have been issued or subscribed for. IN WITNESS WHEREOF, The Indonesia Fund, Inc. has caused these Articles of Amendment to be signed in its name and on its behalf by its President and attested by its Assistant Secretary, on February 22, 1990. The President acknowledges these Articles of Amendment to be the corporate act of the Corporation and states that to the best of his knowledge, information and belief, the matters and facts set forth in these Articles with respect to the authorization and approval of the amendment of the Corporation's Charter are true in all material respects and that this statement is made under penalties of perjury. The Indonesia Fund, Inc. Attest: By: /s/ Mark Arnold -------------------------------------- Mark Arnold as Attorney-in-Fact for Emilio Bassini, President /s/ Michael Pignatoro - ----------------------------------- Michael Pignatoro, Assistant Secretary -5- THE INDONESIA FUND, INC. ------------------------ POWER OF ATTORNEY The undersigned hereby appoints John B. Hurford and Mark Arnold, jointly and severally, as his true and lawful attorneys-in-fact and agents, each with the power of substitution for him in any and all capacities, to sign the Registration Statement for the sale of shares of The Indonesia Fund, Inc. Common Stock, any amendments (including post-effective amendments) and any exhibits thereto, and to file the same, with exhibits and any other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, and each of them, full power to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as I might or could do in person, hereby ratifying and confirming that each of said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his hand on this 23rd day of February, 1990. Signature Title - --------- ----- /s/ Emilio Bassini President - ----------------------------------- Emilio Bassini EX-99.2 5 a2026585zex-99_2.txt EXHIBIT 99.2 EXHIBIT 2 AMENDED AND RESTATED BYLAWS --------------------------- OF -- THE INDONESIA FUND, INC. ------------------------ BYLAW-ONE: NAME OF COMPANY, LOCATION OF OFFICES AND SEAL. - --------------------------------------------------------- ARTICLE 1.1. NAME. The name of the Company is The Indonesia Fund, Inc. ARTICLE 1.2. PRINCIPAL OFFICES. The principal office of the Company in the State of Maryland shall be located in Baltimore, Maryland. The Company may, in addition, establish and maintain such other offices and places of business within or outside the State of Maryland as the Board of Directors may from time to time determine. ARTICLE 1.3. SEAL. The corporate seal of the Company shall be circular in form and shall bear the name of the Company, the year of its incorporation and the words "Corporate Seal, Maryland." The form of the seal shall be subject to alteration by the Board of Directors and the seal may be used by causing it or a facsimile to be impressed or affixed or printed or otherwise reproduced. Any Officer or Director of the Company shall have authority to affix the corporate seal of the Company to any document requiring the same. BYLAW-TWO: STOCKHOLDERS. - -------------------------- ARTICLE 2.1. PLACE OF MEETINGS. All meetings of the Stockholders shall be held at such place within the United States, whether within or outside the State of Maryland, as the Board of Directors shall determine, which shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof. ARTICLE 2.2. ANNUAL MEETING. Commencing in 1991, the annual meeting of the Stockholders of the Company shall be held at such place as the Board of Directors shall select on such date, during the 31-day period ending four months after the end of the Company's fiscal year, as may be fixed by the Board of Directors each year, at which time the Stockholders shall elect Directors by a plurality of votes cast, and transact such other business as may properly come before the meeting. Any business of the Company may be transacted at the annual meeting without being specially designated in the notice except as otherwise provided by statute, by the Articles of Incorporation or by these Bylaws. ARTICLE 2.3. SPECIAL MEETINGS. Special meetings of the Stockholders for any purpose or purposes, unless otherwise prescribed by statute or by the Articles of Incorporation, may be called by resolution of the Board of Directors or by the President, and shall be called by the Secretary at the request of a majority of the Board of Directors or at the request, in writing, of Stockholders holding at least a majority of the votes entitled to be cast at the meeting upon payment by such Stockholders to the Company of the reasonably estimated cost of preparing and mailing a notice of the meeting (which estimated cost shall be provided to such Stockholders by the Secretary of -2- the Company). A written request shall state the purpose or purposes of the proposed meeting and the matters proposed to be acted upon at it. At any special meeting of the Stockholders, only such business shall be conducted as shall be properly brought before the meeting and has been indicated in the notice of meeting given in accordance with Article 2.4 of these Bylaws. The chairman of the special meeting shall, if the facts warrant, determine and declare to the meeting that business was not properly brought before the meeting or is not a proper subject for the meeting; any such business shall not be considered or transacted. ARTICLE 2.4. NOTICE. Written notice of every meeting of Stockholders, stating the purpose or purposes for which the meeting is called, the time when and the place where it is to be held, shall be served, either personally or by mail, not less than ten nor more than ninety days before the meeting, upon each Stockholder as of the record date fixed for the meeting who is entitled to notice of or to vote at such meeting. If mailed (i) such notice shall be directed to a Stockholder at his address as it shall appear on the books of the Company (unless he shall have filed with the Transfer Agent of the Company a written request that notices intended for him be mailed to some other address, in which case it shall be mailed to the address designated in such request) and (ii) such notice shall be deemed to have been given -3- as of the date when it is deposited in the United States mail with first-class postage thereon prepaid. ARTICLE 2.5. NOTICE OF STOCKHOLDER BUSINESS AT ANNUAL MEETINGS. (a) At any annual meeting of the Stockholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual meeting, the business must (i) be specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, (ii) otherwise be properly brought before the meeting by or at the direction of the Board of Directors, or (iii) otherwise (x) be properly brought before the meeting by a Stockholder who is entitled to vote at the meeting, who complies with the notice procedures set forth in this Article 2.5 and who is a Stockholder of record at the time such notice is delivered to the Secretary of the Company, and (y) constitute a proper subject to be brought before the meeting. (b) For business to be properly brought before an annual meeting by a Stockholder, the Stockholder must have given timely notice thereof in writing to the Secretary of the Company. To be timely, such notice must be delivered to or mailed and received at the principal executive offices of the Company not later than 45 days before the date in the then current year corresponding to the date on which the Company first mailed its notice and proxy materials for the annual meeting held in the -4- prior year; PROVIDED, HOWEVER, that in the event that the date of the annual meeting is advanced or delayed by more than 30 days from the first anniversary of the preceding year's annual meeting, notice by such Stockholder to be timely must be so received not later than the close of business on the 10th day following the day on which notice or public announcement of the date of such meeting was given or made. In no event shall the public announcement of an adjournment of an annual meeting commence a new time period for the giving of a Stockholder's notice as described above. (c) Any such notice by a Stockholder shall set forth as to each matter the Stockholder proposes to bring before the annual meeting (i) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (ii) the name and address, as they appear on the Company's books, of the Stockholder proposing such business, (iii) the class and number of shares of the capital stock of the Company which are beneficially owned by the Stockholder, (iv) a representation that the Stockholder is a holder of record of shares of the Company entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to present such business, (v) whether the Stockholder intends or is part of a group which intends to solicit proxies from other Stockholders in support of such business, and (vi) any material interest of the Stockholder in such business. -5- (d) Notwithstanding anything in these Bylaws to the contrary, no business shall be conducted at any annual meeting except in accordance with the procedures set forth in this Article 2.5. The chairman of the annual meeting shall, if the facts warrant, determine and declare to the meeting that (i) the business proposed to be brought before the meeting is not a proper subject thereof and/or (ii) such business was not properly brought before the meeting in accordance with the provisions of this Article 2.5, and if he should so determine, he shall so declare to the meeting that any such business shall not be considered or transacted. (e) For purpose of Articles 2.5 and 3.3 of these Bylaws, "public announcement" shall mean disclosure in a press release reported by the Dow Jones News Service, Bloomberg or comparable news service or in a document publicly filed by the Company with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934 or the Investment Company Act of 1940, as amended. ARTICLE 2.6. QUORUM. The holders of a majority of the stock issued and outstanding and entitled to vote, present in person or represented by proxy, shall be requisite and shall constitute a quorum at all meetings of the Stockholders for the transaction of business except as otherwise provided by statute, by the Articles of Incorporation or by these Bylaws. If a quorum shall not be present or represented, the Stockholders entitled to vote thereat, present in person or represented by proxy, shall have the power -6- to adjourn the meeting from time to time, without notice other than announcement at the meeting, to a date not more than 120 days after the original record date, until a quorum shall be present or represented. At such adjourned meeting, at which a quorum shall be present or represented, any business which might have been transacted at the original meeting may be transacted. ARTICLE 2.7. VOTE OF THE MEETING. When a quorum is present or represented at any meeting, the vote of the holders of a majority of the votes cast shall decide any question brought before such meeting (except with respect to election of directors which shall be by a plurality of votes cast), unless the question is one upon which, by express provisions of applicable statutes, of the Articles of Incorporation or of these Bylaws, a different vote is required, in which case such express provisions shall govern and control the decision of such question. ARTICLE 2.8. VOTING RIGHTS OF STOCKHOLDERS. Each Stockholder of record having the right to vote shall be entitled at every meeting of the Stockholders of the Company to one vote for each share of stock having voting power standing in the name of such Stockholder on the books of the Company on the record date fixed in accordance with Article 6.5 of these Bylaws, with pro rata voting rights for any fractional shares, and such votes may be cast either in person or by written proxy. ARTICLE 2.9. ORGANIZATION. At every meeting of the Stockholders, the Chairman of the Board, or in his absence or -7- inability to act, the President or a Vice President of the Company, shall act as chairman of the meeting. The Secretary, or in his absence or inability to act, a person appointed by the chairman of the meeting, shall act as secretary of the meeting and keep the minutes of the meeting. The Board of Directors of the Company shall be entitled to make such rules or regulations for the conduct of meetings of Stockholders as it shall deem necessary or appropriate. Subject to such rules and regulations of the Board of Directors, if any, the chairman of the meeting shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are necessary or appropriate for the proper conduct of the meeting, including, without limitation, establishing an order of business for the meeting, rules and procedures for maintaining order at the meeting and the safety of those present, limitations on participation in such meeting to Stockholders of record of the Company and their duly authorized and constituted proxies, and such other persons as the chairman shall permit, limitations on the time allotted to questions or comments by participants and regulation of the opening and closing of the polls for balloting and matters which are to be voted on by ballot. ARTICLE 2.10. PROXIES. Every proxy must be executed in writing by the Stockholder or by his duly authorized attorney-in-fact. No proxy shall be valid after the expiration of -8- eleven months from the date of its execution unless it shall have specified therein its duration. Every proxy shall be revocable at the pleasure of the person executing it or of his personal representatives or assigns. Proxies shall be delivered prior to the meeting to the Secretary of the Company or to the person acting as Secretary of the meeting before being voted. A proxy with respect to stock held in the name of two or more persons shall be valid if executed by one of them unless, at or prior to exercise of such proxy, the Company receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Stockholder shall be deemed valid unless challenged at or prior to its exercise. ARTICLE 2.11. STOCK LEDGER AND LIST OF STOCKHOLDERS. It shall be the duty of the Secretary or Assistant Secretary of the Company to cause an original or duplicate stock ledger to be maintained at the office of the Company's Transfer Agent. ARTICLE 2.12. ACTION WITHOUT MEETING. Any action to be taken by Stockholders may be taken without a meeting if (1) all Stockholders entitled to vote on the matter consent to the action in writing, (2) all Stockholders entitled to notice of the meeting but not entitled to vote at it sign a written waiver of any right to dissent and (3) said consents and waivers are filed with the records of the meetings of Stockholders. Such consent shall be treated for all purposes as a vote at a meeting. BYLAW-THREE: BOARD OF DIRECTORS. - --------------------------------- -9- ARTICLE 3.1. GENERAL POWERS. Except as otherwise provided in the Articles of Incorporation, the business and affairs of the Company shall be managed under the direction of the Board of Directors. All powers of the Company may be exercised by or under authority of the Board of Directors except as conferred on or reserved to the Stockholders by law, by the Articles of Incorporation or by these Bylaws. ARTICLE 3.2. BOARD OF THREE TO NINE DIRECTORS. The Board of Directors shall consist of not less than three (3) nor more than nine (9) Directors; PROVIDED that if there are less than three stockholders, the number of Directors may be less than three but not less than the number of stockholders or one, if less. Directors need not be Stockholders. The majority of the entire Board of Directors shall have power from time to time to increase or decrease the number of Directors. If the number of Directors is increased, the additional Directors may be elected by a majority of the Directors in office at the time of the increase. If such additional Directors are not so elected by the Directors in office at the time they increase the number of places on the Board, or if the additional Directors are elected by the existing Directors prior to the first meeting of the Stockholders of the Company, then in either of such events the additional Directors shall be elected or reelected by the Stockholders at their next annual meeting or at an earlier special meeting called for that purpose. -10- Beginning with the first annual meeting of Stockholders held after the initial public offering of the shares of the Company (the "initial annual meeting"), the Board of Directors shall be divided into three classes: Class I, Class II and Class III. The terms of office of the classes of Directors elected at the initial annual meeting shall expire at the times of the annual meetings of the Stockholders as follows: Class I on the next annual meeting, Class II on the second next annual meeting and Class III on the third next annual meeting, or thereafter in each case when their respective successors are elected and qualified. At each subsequent annual election, the Directors chosen to succeed those whose terms are expiring shall be identified as being of the same class as the Directors whom they succeed, and shall be elected for a term expiring at the time of the third succeeding annual meeting of Stockholders, or thereafter in each case when their respective successors are elected and qualified. The number of directorships shall be apportioned among the classes so as to maintain the classes as nearly equal in number as possible. ARTICLE 3.3. DIRECTOR NOMINATIONS. (a) Only persons who are nominated in accordance with the procedures set forth in this Article 3.3 shall be eligible for election or re-election as Directors. Nominations of persons for election or re-election to the Board of Directors of the Company may be made at an annual meeting of Stockholders or at a special meeting of Stockholders as to which the Company's notice of the -11- meeting provides for election of directors, by or at the direction of the Board of Directors or by any Stockholder of the Company who is entitled to vote for the election of such nominee at the meeting, who complies with the notice procedures set forth in this Article 3.3 and who is a Stockholder of record at the time such notice is delivered to the Secretary of the Company. (b) Such nominations, other than those made by or at the direction of the Board of Directors, shall be made pursuant to timely notice delivered in writing to the Secretary of the Company. To be timely, (i) any notice of nomination(s) by a Stockholder given in connection with an annual meeting must be delivered to or mailed and received at the principal executive offices of the Company not later than 45 days before the date in the then current year corresponding to the date on which the Company first mailed its notice and proxy materials for the annual meeting held in the prior year; PROVIDED, HOWEVER, that in the event that the date of the annual meeting is advanced or delayed by more than 30 days from the first anniversary of the preceding year's annual meeting, notice by such Stockholder to be timely must be so received not later than the close of business on the 10th day following the day on which notice or public announcement of the date of such meeting was given or made, and (ii) any notice of nomination(s) given in connection with a special meeting as to which the Company's notice of the meeting provides for election of directors must be delivered to or mailed -12- and received at the principal executive offices of the Company not later than 60 days prior to the date of the meeting; PROVIDED, HOWEVER, that if less than 70 days' notice or prior public disclosure of the date of such special meeting is given or made to Stockholders, any such notice by a Stockholder to be timely must be so received not later than the close of business on the 10th day following the day on which notice of the date of such special meeting was given or such public disclosure was made. In no event shall the public announcement of an adjournment of a meeting commence a new time period for the giving of a Stockholder's notice of nomination(s) as described above. (c) Any such notice by a Stockholder shall set forth (i) as to each person whom the Stockholder proposes to nominate for election or re-election as a Director, (A) the name, age, business address and residence address of such person, (B) the principal occupation or employment of such person, (C) the class and number of shares of the capital stock of the Company which are beneficially owned by such person and (D) any other information relating to such person that is required to be disclosed in solicitations of proxies for the election of Directors pursuant to Regulation 14A under the Securities Exchange Act of 1934 or any successor regulation thereto (including without limitation such person's written consent to being named in the proxy statement as a nominee and to serving as a Director if elected and whether any -13- person intends to seek reimbursement from the Company of the expenses of any solicitation of proxies should such person be elected a Director of the Company); and (ii) as to the Stockholder giving the notice (A) the name and address, as they appear on the Company's books, of such Stockholder, (B) the class and number of shares of the capital stock of the Company which are beneficially owned by such Stockholder, (C) a representation that the Stockholder is a holder of record of shares of the Company entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to present such nomination(s) and (D) whether the Stockholder intends or is part of a group which intends to solicit proxies from other Stockholders in support of such nomination(s). At the request of the Board of Directors any person nominated by the Board of Directors for election as a Director shall furnish to the Secretary of the Company that information required to be set forth in a Stockholder's notice of nomination which pertains to the nominee. (d) If a notice by a Stockholder is required to be given pursuant to this Article 3.3, no person shall be entitled to receive reimbursement from the Company of the expenses of a solicitation of proxies for the election as a Director of a person named in such notice unless such notice states that such reimbursement will be sought from the Company and the Board of Directors approves such reimbursement. The chairman of the meeting shall, if the facts warrant, determine and declare to the -14- meeting that a nomination was not made in accordance with the procedures prescribed by the Bylaws, and if he should so determine, he shall so declare to the meeting and the defective nomination shall be disregarded for all purposes. ARTICLE 3.4. VACANCIES. Subject to the provisions of the Investment Company Act of 1940, as amended, if the office of any Director or Directors becomes vacant for any reason (other than an increase in the number of Directors as provided for in Article 3.2), the Directors in office, although less than a quorum, shall continue to act and may choose a successor or successors, who shall hold office until the next annual meeting of Stockholders and until his successor is elected and qualifies, or any vacancy may be filled by the Stockholders at any meeting thereof. ARTICLE 3.5. REMOVAL. At any meeting of Stockholders duly called and at which a quorum is present, the Stockholders may, by the affirmative vote of the holders of at least three-fourths of the votes entitled to be cast thereon, remove any Director or Directors from office, with or without cause, and may elect a successor or successors to fill any resulting vacancies for the unexpired term of the removed Director. ARTICLE 3.6. RESIGNATION. A Director may resign at any time by giving written notice of his resignation to the Board of Directors or the Chairman of the Board or the Secretary of the Company. Any resignation shall take effect at the time specified in it or, should the time when it is to become effective not be -15- specified in it, immediately upon its receipt. Acceptance of a resignation shall not be necessary to make it effective unless the resignation states otherwise. ARTICLE 3.7. PLACE OF MEETINGS. The Directors may hold their meetings at the principal office of the Company or at such other places, either within or outside the State of Maryland, as they may from time to time determine. ARTICLE 3.8. REGULAR MEETINGS. Regular meetings of the Board may be held at such date and time as shall from time to time be determined by the Board. ARTICLE 3.9. SPECIAL MEETINGS. Special meetings of the Board may be called by order of the Chairman of the Board on one day's notice given to each Director either in person or by mail, telephone, telegram, cable or wireless to each Director at his residence or regular place of business. Special meetings will be called by the Chairman of the Board or the Secretary in a like manner on the written request of a majority of the Directors. ARTICLE 3.10. QUORUM. At all meetings of the Board, the presence of one-third of the entire Board of Directors (but not less than two Directors unless the Board of Directors shall consist of only one Director in which event that one Director shall constitute a quorum) shall be necessary to constitute a quorum and sufficient for the transaction of business, and any act of a majority present at a meeting at which there is a quorum shall be the act of the Board of Directors, except as may be -16- specifically provided by statute, by the Articles of Incorporation or by these Bylaws. If a quorum shall not be present at any meeting of Directors, the Directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. ARTICLE 3.11. ORGANIZATION. The Board of Directors shall designate one of its members to serve as Chairman of the Board. The Chairman of the Board shall preside at each meeting of the Board. In the absence or inability of the Chairman of the Board to act, another Director chosen by a majority of the Directors present shall act as chairman of the meeting and preside at the meeting. The Secretary (or, in his absence or inability to act, any person appointed by the chairman) shall act as secretary of the meeting and keep the minutes of the meeting. ARTICLE 3.12. INFORMAL ACTION BY DIRECTORS AND COMMITTEES. Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may, except as otherwise required by statute, be taken without a meeting if a written consent to such action is signed by all members of the Board, or of such committee, as the case may be, and filed with the minutes of the proceedings of the Board or committee. Subject to the Investment Company Act of 1940, as amended, members of the Board of Directors or a committee thereof may participate in a meeting by means of a conference telephone or similar -17- communications equipment if all persons participating in the meeting can hear each other at the same time. ARTICLE 3.13. EXECUTIVE COMMITTEE. There may be an Executive Committee of two or more Directors appointed by the Board who may meet at stated times or on notice to all by any of their own number. The Executive Committee shall consult with and advise the Officers of the Company in the management of its business and exercise such powers of the Board of Directors as may be lawfully delegated by the Board of Directors. Vacancies shall be filled by the Board of Directors at any regular or special meeting. The Executive Committee shall keep regular minutes of its proceedings and report the same to the Board when required. ARTICLE 3.14. AUDIT COMMITTEE. There shall be an Audit Committee of two or more Directors who are not "interested persons" of the Company (as defined in the Investment Company Act of 1940, as amended) appointed by the Board who may meet at stated times or on notice to all by any of their own number. The Committee's duties shall include reviewing both the audit and other work of the Company's independent accountants, recommending to the Board of Directors the independent accountants to be retained, and reviewing generally the maintenance and safekeeping of the Company's records and documents. ARTICLE 3.15. OTHER COMMITTEES. The Board of Directors may appoint other committees composed of one or more members which shall in each case consist of such number of members and shall -18- have and may exercise, to the extent permitted by law, such powers as the Board may determine in the resolution appointing them. A majority of all members of any such committee may determine its action, and fix the time and place of its meetings, unless the Board of Directors shall otherwise provide. The Board of Directors shall have power at any time to change the members and, to the extent permitted by law, to change the powers of any such committee, to fill vacancies and to discharge any such committee. ARTICLE 3.16. COMPENSATION OF DIRECTORS. The Board may, by resolution, determine what compensation and reimbursement of expenses of attendance at meetings, if any, shall be paid to Directors in connection with their service on the Board. Nothing herein contained shall be construed to preclude any Director from serving the Company in any other capacity or from receiving compensation therefor. BYLAW-FOUR: OFFICERS. - ---------------------- ARTICLE 4.1. OFFICERS. The Officers of the Company shall be fixed by the Board of Directors and shall include a President, Vice President, Secretary and Treasurer. Any two offices may be held by the same person except the offices of President and Vice President. A person who holds more than one office in the Company may not act in more than one capacity to execute, acknowledge or verify an instrument required by law to be executed, acknowledged or verified by more than one officer. -19- ARTICLE 4.2. APPOINTMENT OF OFFICERS. The Directors shall appoint the Officers, who need not be members of the Board. ARTICLE 4.3. ADDITIONAL OFFICERS. The Board may appoint such other Officers and agents as it shall deem necessary who shall exercise such powers and perform such duties as shall be determined from time to time by the Board. ARTICLE 4.4. SALARIES OF OFFICERS. The salaries of all Officers of the Company shall be fixed by the Board of Directors. ARTICLE 4.5. TERM, REMOVAL, VACANCIES. The Officers of the Company shall serve at the pleasure of the Board of Directors and hold office for one year and until their successors are chosen and qualify in their stead. Any Officer elected or appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority of the Directors. If the office of any Officer becomes vacant for any reason, the vacancy shall be filled by the Board of Directors. ARTICLE 4.6. PRESIDENT. The President shall be the chief executive officer of the Company, shall, subject to the supervision of the Board of Directors, have general responsibility for the management of the business of the Company and shall see that all orders and resolutions of the Board are carried into effect. ARTICLE 4.7. VICE PRESIDENT. Any Vice President shall, in the absence or disability of the President, perform the duties and -20- exercise the powers of the President and shall perform such other duties as the Board of Directors shall prescribe. ARTICLE 4.8. TREASURER. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company and shall deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the Board of Directors. He shall disburse the funds of the Company as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the Chairman of the Board and Directors at the regular meetings of the Board, or whenever they may require it, an account of the financial condition of the Company. Any Assistant Treasurer may perform such duties of the Treasurer as the Treasurer or the Board of Directors may assign, and, in the absence of the Treasurer, may perform all the duties of the Treasurer. ARTICLE 4.9. SECRETARY. The Secretary shall attend meetings of the Board and meetings of the Stockholders and record all votes and the minutes of all proceedings in a book to be kept for that purpose, and shall perform like duties for the Executive Committee of the Board when required. He shall give or cause to be given notice of all meetings of Stockholders and special meetings of the Board of Directors and shall perform such other duties as may be prescribed by the Board of Directors. He shall keep in safe -21- custody the seal of the Company and affix it to any instrument when authorized by the Board of Directors. Any Assistant Secretary may perform such duties of the Secretary as the Secretary or the Board of Directors may assign, and, in the absence of the Secretary, may perform all the duties of the Secretary. ARTICLE 4.10. SUBORDINATE OFFICERS. The Board of Directors from time to time may appoint such other officers or agents as it may deem advisable, each of whom shall serve at the pleasure of the Board of Directors and have such title, hold office for such period, have such authority and perform such duties as the Board of Directors may determine. The Board of Directors from time to time may delegate to one or more officers or agents the power to appoint any such subordinate officers or agents and to prescribe their respective rights, terms of office, authorities and duties. ARTICLE 4.11. SURETY BONDS. The Board of Directors may require any officer or agent of the Company to execute a bond (including, without limitation, any bond required by the Investment Company Act of 1940, as amended, and the rules and regulations of the Securities and Exchange Commission) to the Company in such sum and with such surety or sureties as the Board of Directors may determine, conditioned upon the faithful performance of his duties to the Company, including responsibility for negligence and for the accounting of any of the Company's property, funds or securities that may come into his hands. -22- BYLAW-FIVE: GENERAL PROVISIONS. - -------------------------------- ARTICLE 5.1. WAIVER OF NOTICE. Whenever the Stockholders or the Board of Directors are authorized by statute, the provisions of the Articles of Incorporation or these Bylaws to take any action at any meeting after notice, such notice may be waived, in writing, before or after the holding of the meeting, by the person or persons entitled to such notice, or, in the case of a Stockholder, by his duly authorized attorney-in-fact. Such notice is also waived if the person entitled to the notice is present at the meeting in person, or, in the case of a stockholder, by proxy. ARTICLE 5.2. INDEMNITY. (a) The Company shall indemnify its directors to the fullest extent that indemnification of directors is permitted by the Maryland General Corporation Law. The Company shall indemnify its officers to the same extent as its directors and to such further extent as is consistent with law. The Company shall indemnify its directors and officers who while serving as directors or officers also serve at the request of the Company as a director, officer, partner, trustee, employee, agent or fiduciary of another corporation, partnership, joint venture, trust, other enterprise or employee benefit plan to the fullest extent consistent with law. The indemnification and other rights provided by this Article shall continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person. This Article shall -23- not protect any such person against any liability to the Company or any Stockholder thereof to which such person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office ("disabling conduct"). (b) Any current or former director or officer of the Company seeking indemnification within the scope of this Article shall be entitled to advances from the Company for payment of the reasonable expenses incurred by him in connection with the matter as to which he is seeking indemnification in the manner and to the fullest extent permissible under the Maryland General Corporation Law. The person seeking indemnification shall provide to the Company a written affirmation of his good faith belief that the standard of conduct necessary for indemnification by the Company has been met and a written undertaking to repay any such advance if it should ultimately be determined that the standard of conduct has not been met. In addition, at least one of the following conditions shall be met: (i) the person seeking indemnification shall provide security in form and amount acceptable to the Company for his undertaking; (ii) the Company is insured against losses arising by reason of the advance; or (iii) a majority of a quorum of directors of the Company who are neither "interested persons" as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended, nor parties to the proceeding ("disinterested non-party directors"), or independent legal -24- counsel, in a written opinion, shall have determined, based on a review of facts readily available to the Company at the time the advance is proposed to be made, that there is reason to believe that the person seeking indemnification will ultimately be found to be entitled to indemnification. (c) At the request of any person claiming indemnification under this Article, the Board of Directors shall determine, or cause to be determined, in a manner consistent with the Maryland General Corporation Law, whether the standards required by this Article have been met. Indemnification shall be made only following: (i) a final decision on the merits by a court or other body before whom the proceeding was brought that the person to be indemnified was not liable by reason or disabling conduct or (ii) in the absence of such a decision, a reasonable determination, based upon a review of the facts, that the person to be indemnified was not liable by reason of disabling conduct by (a) the vote of a majority of a quorum of disinterested non-party directors or (b) an independent legal counsel in a written opinion. (d) Employees and agents who are not officers or directors of the Company may be indemnified, and reasonable expenses may be advanced to such employees or agents, as may be provided by action of the Board of Directors or by contract, subject to any limitations imposed by the Investment Company Act of 1940. -25- (e) The Board of Directors may make further provision consistent with law for indemnification and advance of expenses to directors, officers, employees and agents by resolution, agreement or otherwise. The indemnification provided by this Article shall not be deemed exclusive of any other right, with respect to indemnification or otherwise, to which those seeking indemnification may be entitled under any insurance or other agreement or resolution of stockholders or disinterested directors or otherwise. (f) References in this Article are to the Maryland General Corporation Law and to the Investment Company Act of 1940 as from time to time amended. No amendment of these Bylaws shall affect any right of any person under this Article based on any event, omission or proceeding prior to the amendment. ARTICLE 5.3. INSURANCE. The Company may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Company or who, while a director, officer, employee or agent of the Company, is or was serving at the request of the Company as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, other enterprise, or employee benefit plan, against any liability asserted against and incurred by such person in any such capacity or arising out of such person's position; PROVIDED that no insurance may be purchased by the Company on behalf of any person -26- against any liability to the Company or to its Stockholders to which he would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office. ARTICLE 5.4. CHECKS. All checks or demands for money and notes of the Company shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate. ARTICLE 5.5. FISCAL YEAR. The fiscal year of the Company shall be determined by resolution of the Board of Directors. BYLAW-SIX: CERTIFICATES OF STOCK. - ---------------------------------- ARTICLE 6.1. CERTIFICATES OF STOCK. The interest of each Stockholder of the Company shall be evidenced by certificates for shares of stock in such form as the Board of Directors may from time to time prescribe. The certificates shall be numbered and entered in the books of the Company as they are issued. They shall exhibit the holder's name and the number of whole shares and no certificate shall be valid unless it has been signed by the President, a Vice President or the Chairman of the Board of Directors and the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary and bears the corporate seal. Any or all of the signatures or the seal on the certificate may be a facsimile, engraved or printed. In case any of the officers of the Company whose manual or facsimile signature appears on any stock certificate delivered to a Transfer Agent of the Company -27- shall cease to be such Officer prior to the issuance of such certificate, the Transfer Agent may nevertheless countersign and deliver such certificate as though the person signing the same or whose facsimile signature appears thereon had not ceased to be such officer, unless written instructions of the Company to the contrary are delivered to the Transfer Agent. ARTICLE 6.2. LOST, STOLEN OR DESTROYED CERTIFICATES. The Board of Directors, or the President together with the Treasurer or Secretary, may direct a new certificate to be issued in place of any certificate theretofore issued by the Company, alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed, or by his legal representative. When authorizing such issue of a new certificate, the Board of Directors, or the President and Treasurer or Secretary, may, in its or their discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate, or his legal representative, to advertise the same in such manner as it or they shall require and/or give the Company a bond in such sum and with such surety or sureties as it or they may direct as indemnity against any claim that may be made against the Company with respect to the certificate alleged to have been lost, stolen or destroyed for such newly issued certificate. -28- ARTICLE 6.3. TRANSFER OF STOCK. Shares of the Company shall be transferable on the books of the Company by the holder thereof in person or by his duly authorized attorney or legal representative upon surrender and cancellation of a certificate or certificates for the same number of shares of the same class, duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, with such proof of the authenticity of the signature as the Company or its agents may reasonably require. The shares of stock of the Company may be freely transferred, and the Board of Directors may, from time to time, adopt rules and regulations with reference to the method of transfer of the shares of stock of the Company. ARTICLE 6.4. REGISTERED HOLDER. The Company shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person whether or not it shall have express or other notice thereof, except as expressly provided by statute. ARTICLE 6.5. RECORD DATE. The Board of Directors may fix a time not less than 10 nor more than 90 days prior to the date of any meeting of Stockholders or prior to the last day on which the consent or dissent of Stockholders may be effectively expressed for any purpose without a meeting, as the time as of which Stockholders entitled to notice of, and to vote at, such a meeting -29- or whose consent or dissent is required or may be expressed for any purpose, as the case may be, shall be determined; and all such persons who were holders of record of voting stock at such time and no other shall be entitled to notice of, and to vote at, such meeting or to express their consent or dissent, as the case may be. If no record date has been fixed, the record date for the determination of Stockholders entitled to notice of, or to vote at, a meeting of Stockholders shall be the later of the close of business on the day on which notice of the meeting is mailed or the thirtieth day before the meeting, or, if notice is waived by all Stockholders, at the close of business on the tenth day next preceding the day on which the meeting is held. The Board of Directors may also fix a time not exceeding 90 days preceding the date fixed for the payment of any dividend or the making of any distribution, or for the delivery of evidences of rights, or evidences of interests arising out of any change, conversion or exchange of capital stock, as a record time for the determination of the Stockholder entitled to receive any such dividend, distribution, rights or interests. ARTICLE 6.6. STOCK LEDGERS. The stock ledgers of the Company, containing the names and addresses of the Stockholders and the number of shares held by them respectively, shall be kept at the principal offices of the Company or at the offices of the Transfer Agent of the Company or at such other location as may be authorized by the Board of Directors from time to time. -30- ARTICLE 6.7. TRANSFER AGENTS AND REGISTRARS. The Board of Directors may from time to time appoint or remove Transfer Agents and/or Registrars of transfers (if any) of shares of stock of the Company, and it may appoint the same person as both Transfer Agent and Registrar. Upon any such appointment being made, all certificates representing shares of capital stock thereafter issued shall be countersigned by one of such Transfer Agents or by one of such Registrars of transfers (if any), or by both if such Transfer Agents or Registrars are not the same person, and shall not be valid unless the certificates are so countersigned. If the same person shall be both Transfer Agent and Registrar, only one countersignature by such person shall be required. BYLAW-SEVEN: AMENDMENTS. - ------------------------- ARTICLE 7.1. GENERAL. The Board of Directors, by affirmative vote of a majority thereof, shall have the exclusive right to make, amend, alter and repeal the Bylaws of the Company, at any regular or special meeting the notice or waiver of notice of which shall have specified or summarized the proposed amendment, alteration, repeal or new Bylaw, except as otherwise required by the Investment Company Act of 1940, as amended. Dated: November 9, 1999 -31- EX-99.6 6 a2026585zex-99_6.txt EXHIBIT 99.6 EXHIBIT 6 INVESTMENT ADVISORY AGREEMENT December 21, 1990 BEA Associates One Citicorp Center 153 East 53rd Street New York, New York 10022 Dear Sirs: The Indonesia Fund, Inc. (the "Company"), a corporation organized under the laws of the state of Maryland, herewith confirms its agreement with BEA Associates (the "Adviser"), a general partnership organized under the laws of the state of New York, as follows: 1. Investment Description; Appointment The Company desires to employ its capital by investing and reinvesting in investments of the kind and in accordance with the limitations specified in its Articles of Incorporation, as amended, and in its Registration Statement as from time to time in effect, and in such manner and to such extent as may from time to time be approved by the Board of Directors of the Company. Copies of the Company's Registration Statement and Articles of Incorporation, as amended, have been or will be submitted to the Adviser. The Company agrees to provide copies of all amendments to the Company's Registration Statement and Articles of Incorporation to the Adviser on an on-going basis. The Company desires to employ and hereby appoints the Adviser to act as investment adviser to the Company. The Adviser accepts the appointment and agrees to furnish the services described herein for the compensation set forth below. 2. Services as Investment Adviser Subject to the supervision and direction of the Board of Directors of the Company, the Adviser will (a) act in accordance with the Company's Articles of Incorporation, the Investment Company Act of 1940 and the Investment Advisers Act of 1940, as the same may from time to time be amended, (b) manage the Company's assets in accordance with its investment objective and policies as stated in the Company's Registration Statement as from time to time in effect, (c) make investment decisions and exercise voting rights in respect of portfolio securities for the Company, (d) place purchase and sale orders on behalf of the Company and (e) monitor and evaluate the services provided by the Company's economic adviser under its economic advice agreement. In providing these services, the Adviser will provide investment research and supervision of the Company's investments and conduct a continual program of investment, evaluation and, if appropriate, sale and reinvestment of the Company's assets. In addition, the Adviser will furnish the Company with whatever statistical information the Company may reasonably request with respect to the securities that the Company may hold or contemplate purchasing. 3. Brokerage In executing transactions for the Company and selecting brokers or dealers, the Adviser will use its best efforts to seek the best overall terms available. In assessing the best overall terms available for any Company transaction, the Adviser will consider all factors it deems relevant including, but not limited to, breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer and the reasonableness of any commission for the specific transaction and on a continuing basis. In selecting brokers or dealers to execute a particular transaction and in evaluating the best overall terms available, the Adviser may consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) provided to the Company and/or other accounts over which the Adviser or an affiliate exercises investment discretion. 4. Information Provided to the Company The Adviser will keep the Company informed of developments materially affecting the Company, and will, on its own initiative, furnish the Company from time to time with whatever information the Adviser believes is appropriate for this purpose. 5. Standard of Care The Adviser shall exercise its best judgment in rendering the services described in paragraphs 2 and 3 above. The Adviser shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Company in connection with the matters to which this Agreement relates, provided that nothing herein shall be deemed to protect or purport to protect the Adviser against any liability to the Company or its shareholders to which the Adviser would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. 6. Compensation (a) In consideration of the services rendered pursuant to this Agreement, the Company will pay the Adviser after the end of the calendar quarter during which the Closing Date (as defined below) occurs and after the end of each calendar quarter thereafter a fee for the previous quarter computed monthly at an annual rate of 1.00% of the Company's average weekly net assets. The fee payable to the Adviser for the period from the date the Adviser succeeds to the business of BEA Associates, Inc. (the "Closing Date") to the end of the first calendar quarter during which the Closing Date occurs shall be prorated according to the proportion that such period bears to the full quarterly period. (b) Upon any termination of this Agreement before the end of a quarter, the fee for such part of that quarter shall be prorated according to the proportion that such period bears to the full quarterly period and shall be payable upon the date of termination of this Agreement. For the purpose of determining fees payable to the Adviser, the value of the Company's net -2- assets shall be computed at the times and in the manner specified in the Company's Registration Statement as from time to time in effect. 7. Expenses The Adviser will bear all expenses in connection with the performance of its services under this Agreement. The Company will bear certain other expenses to be incurred in its operation, including: organizational expenses; taxes, interest, brokerage costs and commissions and stock exchange fees; fees of directors of the Company who are not officers, directors, or employees of the Adviser, the economic adviser or any of their affiliates; U.S. Securities and Exchange Commission fees; state Blue Sky qualification fees; charges of custodians, sub-custodians and transfer and dividend disbursing agents; expenses in connection with the Company's Dividend Reinvestment and Cash Purchase Plan; insurance premiums; outside auditing, pricing and legal expenses; costs of maintenance of the Company's existence; costs attributable to investor services, including, without limitation, telephone and personnel expenses; costs of printing stock certificates; costs of shareholders' reports and meetings of the shareholders of the Company and of the officers or Board of Directors of the Company; membership fees in trade associations; stock exchange listing fees and expenses; litigation and other extraordinary or nonrecurring expenses. 8. Services to Other Companies or Accounts The Company understands that the Adviser now acts, will continue to act or may act in the future as investment adviser to investment fiduciary and other managed accounts or as investment adviser to one or more other investment companies, and the Company has no objection to the Adviser so acting, provided that whenever the Company and one or more other accounts or investment companies advised by the Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in accordance with procedures believed to be equitable to each entity. Similarly, opportunities to sell securities will be allocated in an equitable manner. The Company recognizes that in some cases this procedure may adversely affect the size of the position that may be acquired or disposed of for the Company. In addition, the Company understands that the persons employed by the Adviser to assist in the performance of the Adviser's duties hereunder will not devote their full time to such service and nothing contained herein shall be deemed to limit or restrict the right of the Adviser or any affiliate of the Adviser to engage in and devote time and attention to other businesses or to render services of whatever kind or nature. 9. Term of Agreement This Agreement shall become effective as of the Closing Date and shall continue for an initial one-year term and shall continue thereafter so long as such continuance is specifically approved at least annually by (i) the Board of Directors of the Company or (ii) a vote of a "majority" (as defined in the Investment Company Act of 1940) of the Company's outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Board of Directors who are not "interested persons" (as defined in said Act) of any party to this Agreement, by vote cast in person at a meeting called for the purpose of voting on such approval. This Agreement is terminable, without penalty, on 60 days' written notice, by -3- the Board of Directors of the Company or by vote of holders of a majority of the Company's shares, or upon 90 days' written notice, by the Adviser. This Agreement will also terminate automatically in the event of its assignment (as defined in said Act). 10. Entire Agreement This Agreement constitutes the entire agreement between the parties hereto. 11. Changes in Membership The Adviser shall notify the Company of any change in the membership of the Adviser within a reasonable time after such change. 12. Governing Law This Agreement shall be governed by and construed and enforced in accordance with the laws of the state of New York without giving effect to the conflicts of laws principles thereof. If the foregoing accurately sets forth our agreement, kindly indicate your acceptance hereof by signing and returning the enclosed copy hereof. Very truly yours, THE INDONESIA FUND, INC. By: /s/ Emilio Bassini -------------------------------- Name: Emilio Bassini Title: President Accepted: BEA ASSOCIATES By: /s/ Albert L. Zesiger ------------------------------- Name: Albert L. Zesiger Title: Managing Director -4- EX-99.9 7 a2026585zex-99_9.txt EXHIBIT 99.9 EXHIBIT 9 CUSTODIAN AGREEMENT AGREEMENT made this 14th day of June, 1995, between each of the Investment Companies listed on Appendix C hereto, as the same may be amended from time to time (each a "Fund" and collectively the "Funds") and Brown Brothers Harriman & Co. (the "Custodian"); WITNESSETH: That in consideration of the mutual covenants and agreements herein contained, the parties hereto agree as follows: 1. EMPLOYMENT OF CUSTODIAN: Each Fund hereby employs and appoints the Custodian as a custodian for the term and subject to the provisions of this Agreement. The Custodian shall not be under any duty or obligation to require a Fund to deliver to it any securities or funds owned by the Fund and shall have no responsibility or liability for or on account of securities or funds not so delivered. Each Fund will deposit with the Custodian copies of the Declaration of Trust or Certificate of Incorporation and By-Laws (or comparable documents) of the Fund and all amendments thereto, and copies of such votes and other proceedings of the Fund as may be necessary for or convenient to the Custodian in the performance of its duties. 2. POWERS AND DUTIES OF THE CUSTODIAN WITH RESPECT TO PROPERTY OF EACH FUND HELD BY THE CUSTODIAN: Except for securities and funds held by any Subcustodians appointed pursuant to the provisions of Section 3 hereof or held by any Foreign Depositories (as said term is defined in Section 3) utilized by a Subcustodian which powers and duties are set forth in Subcustodian Agreements, substantially in the form set forth in Exhibit 1, which each Fund shall from time to time review and approve as provided in Section 3 hereto, the Custodian shall have and perform the following powers and duties: 2.1. SAFEKEEPING - To keep safely the securities and other assets of each Fund that have been delivered to the Custodian and, on behalf of each Fund from time to time to receive delivery of securities for safekeeping. 2.2. MANNER OF HOLDING SECURITIES - To hold securities of each Fund (1) by physical possession of the share certificates or other instruments representing such securities in registered or bearer form, or (2) in book-entry form by a Securities System (as said term is defined in Section 2.22) or a Foreign Depository. 2.3. REGISTRATION - To hold registered securities of each Fund, with or without any indication of fiduciary capacity, provided that securities are held in an account of the Custodian containing only assets of the Fund or only assets held as fiduciary or custodian for customers; provided that the records of the Custodian shall at all times reflect the Fund or other customer for which such securities and other property are held in such accounts and the respective interest therein. 2.4. PURCHASES - Upon receipt of proper instructions, as defined in Section 2.27, insofar as funds are available or as funds are otherwise provided by the Custodian at its discretion pursuant to Section 2.25 (Advances) below for the purpose, to pay for and receive securities purchased for the account of a Fund, payment being made only upon receipt of the securities (1) by the Custodian, or (2) by a clearing corporation of a national securities exchange of which the Custodian is a member, or (3) by a Securities System or a Foreign Depository. HOWEVER, NOTWITHSTANDING THE FOREGOING, (i) in the case of repurchase agreements entered into by a Fund, the Custodian (as well as an Agent) may release funds to a Securities System, a Foreign Depository or a Subcustodian prior to the receipt of advice from the Securities System, Foreign Depository or Subcustodian that the securities underlying such repurchase agreement have been -2- transferred by book entry into the Account (as defined in Section 2.22) of the Custodian (or such Agent) maintained with such Securities System or to the Foreign Depository or Subcustodian, so long as such payment instructions to the Securities System, Foreign Depository or Subcustodian include a requirement that delivery is only against payment for securities, (ii) in the case of foreign exchange contracts, options, time deposits, call account deposits, currency deposits, and other deposits, contracts or options pursuant to Sections 2.10, 2.12, 2.13, 2.14 and 2.15, the Custodian may make payment therefor without receiving an instrument evidencing said deposit, contract or option so long as such payment instructions detail specific securities to be acquired, and (iii) the Custodian may make payment for securities prior to receipt thereof in accordance with (A) governmental regulations, (B) rules of Securities Systems, Foreign Depositories or other U.S. or foreign clearing agencies, (C) generally accepted trade practice in the applicable local market, (D) the terms of the instrument representing the security, or (E) proper instructions. 2.5. EXCHANGES - Upon receipt of proper instructions, to exchange securities held by it for the account of a Fund for other securities in connection with any reorganization, recapitalization, split-up of shares, change of par value, conversion or other event relating to the securities or the issuer of such securities and to deposit any such securities in accordance with the terms of any reorganization or protective plan. Without proper instructions, the Custodian may surrender securities in temporary form for definitive securities, may surrender securities for transfer into an account as permitted in Section 2.3, and may surrender securities for a different number of certificates or instruments representing the same number of shares or same principal amount of indebtedness, provided the securities to be issued are to be delivered to the Custodian. 2.6. SALES OF SECURITIES - Upon receipt of proper instructions, to make delivery of securities which have been sold for the account of a Fund, but only against payment therefor -3- (1) in cash, by a certified check, bank cashier's check, bank credit, or bank wire transfer, or (2) by credit to the account of the Custodian with a clearing corporation of a national securities exchange of which the Custodian is a member, or (3) by credit to the account of the Custodian or an Agent of the Custodian with a Securities System or a Foreign Depository. HOWEVER, NOTWITHSTANDING THE FOREGOING, (i) in the case of delivery of physical certificates or instruments representing securities, the Custodian may make delivery to the broker buying the securities, against receipt therefor, for examination in accordance with "street delivery" custom, provided that the payment therefor is to be made to the Custodian (which payment may be made by a broker's check) or that such securities are. to be returned to the Custodian, and (ii) the Custodian may make settlement of securities sold, including with respect to the form of payment, in accordance with (A) governmental regulations, (B) rules of Securities Systems, Foreign Depositories or other U.S. or foreign clearing agencies, (C) generally accepted trade practice in the applicable local market, (D) the terms of the instrument representing the security, or (E) proper instructions. 2.7. DEPOSITARY RECEIPTS - Upon receipt of proper instructions, to instruct a Subcustodian or an Agent to surrender securities to the depositary used by an issuer of American Depositary Receipts or International Depositary Receipts (hereinafter collectively referred to as "ADRs") for such securities against a written receipt therefor adequately describing such securities and written evidence satisfactory to the Subcustodian or Agent that the depositary has acknowledged receipt of instructions to issue with respect to such securities ADRs in the name of the Custodian, or a nominee of the Custodian, for delivery to the Custodian in Boston, Massachusetts, or at such other place as the Custodian may from time to time designate. -4- Upon receipt of proper instructions, to surrender ADRs to the issuer thereof against a written receipt therefor adequately describing the ADRs surrendered and written evidence satisfactory to the Custodian that the issuer of the ADRs has acknowledged receipt of instructions to cause its depositary to deliver the securities underlying such ADRs to a Subcustodian or an Agent. 2.8. EXERCISE OF RIGHTS; TENDER OFFERS - Upon timely receipt of proper instructions, to deliver to the issuer or trustee thereof, or to the agent of either, warrants, puts, calls, rights or similar securities for the purpose of being exercised or sold, provided that the new securities and cash, if any, acquired by such action are to be delivered to the Custodian, and, upon receipt of proper instructions, to deposit securities upon invitations for tenders of securities, provided that the consideration is to be paid or delivered, or the tendered securities are to be returned, to the Custodian. 2.9. STOCK DIVIDENDS, RIGHTS, ETC. - To receive and collect all stock dividends, rights and other items of like nature; and to deal with the same pursuant to proper instructions relative thereto. 2.10. OPTIONS - Upon receipt of proper instructions or upon receipt of instructions given pursuant to any agreement relating to an option or as otherwise provided in any such agreement to (i) receive and retain, to the extent provided to the Custodian, confirmations or other documents evidencing the purchase, sale or writing of an option of any type on or in respect of a security, securities index or similar form of property by a Fund; (ii) deposit and maintain in a segregated account, either physically or by book-entry in a Securities System or Foreign Depository or with a broker, dealer or other entity, securities, cash or other assets in connection with options transactions entered into by each Fund; (iii) transfer securities, cash or other assets -5- to a Securities System, Foreign Depository, broker, dealer or other entity, as margin (including variation margin) or other security for a Fund's obligations in respect of any option; and (iv) pay, release and/or transfer such securities, cash or other assets in accordance with a notice or other communication evidencing the expiration, termination or exercise of or default under any such option furnished by The Options Clearing Corporation, by the securities or options exchange on which such option is traded or by such broker, dealer or other entity as may be responsible for handling such options transaction or have authority to give such notice or communication. The Custodian shall not be responsible for the sufficiency of assets held in any segregated account established in compliance with applicable margin maintenance requirements or the performance of the other terms of any agreement relating to an option. Notwithstanding the foregoing, options on futures contracts and options to purchase and sell foreign currencies shall be governed by Sections 2.14 and 2.15. 2.11. BORROWINGS - Upon receipt of proper instructions, to deliver securities of a Fund to lenders or their agents as collateral for borrowings effected by the Fund, provided that such borrowed money is payable to or upon the Custodian's order as Custodian for the Fund. 2.12. DEMAND DEPOSIT BANK ACCOUNTS - To open and operate an account or accounts in the name of each Fund, subject only to draft or order by such Fund, and to hold in such account or accounts deposits accepted on the Custodian's books denominated in U.S. and foreign currency, received for the account of the Fund. The obligation of the Custodian for deposits accepted on the Custodian's books shall be as follows: (a) the Custodian's obligations for deposits accepted on its books and denominated in U.S. currency shall be that of a U.S. bank for a similar deposit and (b) the Custodian's obligations for deposits accepted on its books and denominated in any foreign currency shall be that of a U.S. bank for a similar deposit, provided -6- that such foreign currency deposits shall have the benefit of and be subject to the provisions of the last paragraph of Section 6.3 hereof, and accordingly in the event and to the extent the Custodian shall be unable to obtain payment due to a Sovereign Risk or other factor described in the first sentence of said last paragraph of Section 6.3 from any bank, trust company or similar institution with which the Custodian has in turn deposited funds denominated in a foreign currency by reason of the Custodian's foreign currency deposit obligation to a Fund, the Custodian's obligation to pay the Fund in respect of such foreign currency obligation shall similarly be deferred or relieved until and to the extent the Custodian is able to obtain payment in respect of the Custodian's foreign deposit from such bank, trust company or similar institution and accordingly shall not be payable on demand in U.S. currency. If and when authorized by proper instructions, the Custodian may open and operate an additional account(s) in such other banks, trust companies or similar institutions as may be designated by a Fund in such instructions (any such bank, trust company or similar institution so designated by the Fund being referred to hereafter as a "Banking Institution"), and may hold in such account or accounts deposits of the Fund denominated in U.S. or foreign currency, provided that such account(s) (hereinafter collectively referred to as "demand deposit bank accounts") shall be in the name of the Custodian or a nominee of the Custodian for the account of the Fund or for the account of the Custodian's customers generally and shall be subject only to the Custodian's draft or order; provided that any such demand deposit bank account shall contain only assets held by the Custodian as a fiduciary or custodian for the Fund and/or other customers and that the records of the Custodian shall indicate at all times the Fund and/or other customers for which such funds are held in such account and the respective interests therein. Such demand deposit accounts may be opened with Banking Institutions in the United States and -7- in other countries and may be denominated in either U.S. Dollars or other currencies as a Fund may determine. The records for each such account will be maintained by the Custodian but the deposits in any such account shall not constitute a deposit liability of the Custodian. All such deposits, including with Subcustodians, shall be deemed to be portfolio securities of a Fund and accordingly the responsibility of the Custodian therefor shall be the same as and no greater than the Custodian's responsibility in respect of other portfolio securities of the Fund. The authorization by a Fund to appoint a Subcustodian as such shall also constitute a proper instruction to open a demand deposit bank account subject to the provisions of this paragraph with such Subcustodian. 2.13. INTEREST BEARING CALL OR TIME DEPOSITS - To place interest bearing fixed term and call deposits with such banks and in such amounts as a Fund may authorize pursuant to proper instructions. Such deposits may be placed with the Custodian or with Subcustodians or other Banking Institutions as a Fund may determine, in the name of the Custodian or a nominee of the Custodian for the account of the Fund or the account of the Custodian's customers generally and subject only to the Custodian's draft or order; provided that any such deposit shall be held in an account containing only assets held by the Custodian as a fiduciary or custodian for the Fund and/or other customers and that the records of the Custodian shall indicate at all times the Fund and/or other customers for which such funds are held in such account and the respective interests therein. Deposits may be denominated in U.S. Dollars or other currencies and need not be evidenced by the issuance or delivery of a certificate to the Custodian, provided that the Custodian shall include in its records with respect to the assets of a Fund appropriate notation as to the amount and currency of each such deposit, the accepting Banking Institution and other appropriate details, and shall retain such forms of advice or receipt evidencing the deposit, if any, -8- as may be forwarded to the Custodian by the Banking Institution. Funds, other than those accepted on the Custodian's books as a deposit, but including those placed with Subcustodians, shall be deemed portfolio securities of a Fund and the responsibilities of the Custodian therefor shall be the same as those for demand deposit bank accounts placed with other banks, as described in the second paragraph of Section 2.12 of this Agreement. The responsibility of the Custodian for funds accepted on the Custodian's books as a deposit shall be that of a U.S. bank for a similar deposit. 2.14. FUTURES CONTRACTS - Upon receipt of proper instructions or upon receipt of instructions given pursuant to any agreement relating to a futures contract or an option thereon or as otherwise provided in any such agreement, to (i) receive and retain, to the extent provided to the Custodian, confirmations or other documents evidencing the purchase or sale of a futures contract or an option on a futures contract by a Fund; (ii) deposit and maintain in a segregated account, either physically or by book-entry in a Securities System or Foreign Depository, for the benefit of any futures commission merchant, or pay to such futures commission merchant, securities, cash or other assets designated by a Fund as initial, maintenance or variation "margin" deposits intended to secure the Fund's performance of its obligations under any futures contract purchased or sold or any option on a futures contract written, purchased or sold by the Fund, in accordance with the provisions of any agreement relating thereto or the rules of the Commodity Futures Trading Commission and/or any contract market or any similar organization on which such contract or option is traded; and (iii) pay, release and/or transfer securities, cash or other assets into or out of such margin accounts only in accordance with any such agreement or rules. The Custodian shall not be responsible for the sufficiency of assets held in any segregated account -9- established in compliance with applicable margin maintenance requirements or the performance of the other terms of any agreement relating to a futures contract or an option thereon. 2.15. FOREIGN EXCHANGE TRANSACTIONS - Pursuant to proper instructions, to settle foreign exchange contracts or options to purchase and sell foreign currencies for spot and future delivery on behalf and for the account of a Fund with such currency brokers or Banking Institutions, including Subcustodians, as the Fund may direct pursuant to proper instructions. The Custodian shall be responsible for the transmission of cash and instructions to and from the currency broker or Banking Institution with which the contract or option is made, the safekeeping of all certificates and other documents and agreements evidencing or relating to such foreign exchange transactions as the Custodian may receive and the maintenance of proper records as set forth in Section 5.1. In connection with such transactions, the Custodian is authorized to make free outgoing payments of cash in the form of U.S. Dollars or foreign currency without receiving confirmation of a foreign exchange contract or option or confirmation that the countervalue currency completing the foreign exchange contract has been delivered or received or that the option has been delivered or received. Each Fund accepts full responsibility for its use of third-party foreign exchange dealers and for execution of said foreign exchange contracts and options and understands that the Fund shall be responsible for any and all costs and interest charges which may be incurred by the Fund or the Custodian as a result of the failure or delay of third parties to deliver foreign exchange. Alternatively, such transactions may be undertaken by the Custodian as principal, if instructed by a Fund. Foreign exchange contracts and options, other than those executed with the Custodian as principal, but including those executed with Subcustodians, shall be deemed to -10- be portfolio securities of a Fund and the responsibility of the Custodian therefor shall be the same as and no greater than the Custodian's responsibility in respect of other portfolio securities of the Fund. The responsibility of the Custodian with respect to foreign exchange contracts and options executed with the Custodian as principal shall be that of a U.S. bank with respect to a similar contract or option. 2.16. STOCK LOANS - Upon receipt of proper instructions, to deliver securities of a Fund, in connection with loans of securities by the Fund, to the borrower thereof prior to receipt of the collateral, if any, for such borrowing, provided that for stock loans secured by cash collateral the Custodian's instructions to any Securities System holding such securities require that the Securities System may deliver the securities to the borrower thereof only upon receipt of the collateral for such borrowing. 2.17. COLLECTIONS - (i) To collect and receive all income, payments of principal and other payments with respect to the securities held hereunder, and in connection therewith to deliver the certificates or other instruments representing the securities to the issuer thereof or its agent when securities are called, redeemed, retired or otherwise become payable; PROVIDED, THAT the payment is to be made in such form and manner and at such time, which may be after delivery by the Custodian of the instrument representing the security, as is in accordance with the terms of the instrument representing the security, or such proper instructions as the Custodian may receive, or governmental regulations, the rules of Securities Systems, Foreign Depositories or other U.S. or foreign securities depositories and clearing agencies or, with respect to securities referred to in clause (iii) of the last sentence of Section 2.4, in accordance with generally accepted trade practice; (ii) to execute ownership and other certificates and affidavits for all federal and state tax purposes in connection with receipt of income, principal or other payments with respect to -11- securities of a Fund or in connection with transfer of securities; and (iii) pursuant to proper instructions to take such other actions with respect to collection or receipt of funds or transfer of securities which .involve an investment decision. The Custodian shall give notice of assets of the Fund not received when due. 2.18. DIVIDENDS, DISTRIBUTIONS AND REDEMPTIONS - Upon receipt of proper instructions from a Fund, or upon receipt of instructions from the Fund's shareholder servicing agent or agent with comparable duties (the "Shareholder Servicing Agent") (given by such person or persons and in such manner on behalf of the Shareholder Servicing Agent as the Fund shall have authorized), the Custodian shall release funds or securities to the Shareholder Servicing Agent or otherwise apply funds or securities, insofar as available, for the payment of dividends or other distributions to Fund shareholders. Upon receipt of proper instructions from a Fund, or upon receipt of instructions from the Shareholder Servicing Agent (given by such person or persons and in such manner on behalf of the Shareholder Servicing Agent as the Fund shall have authorized), the Custodian shall release funds or securities, insofar as available, to the Shareholder Servicing Agent or as such Agent shall otherwise instruct for payment to Fund shareholders who have delivered to such Agent a request for repurchase or redemption of their shares of the Fund. 2.19. PROXIES, NOTICES, ETC. - Promptly to deliver or mail to each Fund all forms of proxies and all notices of meetings and any other notices or announcements affecting or relating to securities owned by the Fund that are received by the Custodian, and upon receipt of proper instructions, to execute and deliver or cause its nominee to execute and deliver such proxies or other authorizations as may be required. Neither the Custodian nor its nominee shall vote upon any of such securities or execute any proxy to vote thereon or give any consent or take -12- any other action with respect thereto (except as otherwise herein provided) unless ordered to do so by proper instructions. 2.20. NONDISCRETIONARY DETAILS - Without the necessity of express authorization from a Fund, (1) to attend to all nondiscretionary details in connection with the sale, exchange, substitution, purchase, transfer or other dealings with securities, funds or other property of the Fund held by the Custodian except as otherwise directed from time to time by the Directors or Trustees of the Fund, and (2) to make payments to itself or others for minor expenses of handling securities or other similar items relating to the Custodian's duties under this Agreement, provided that all such payments shall be accounted for to the Fund. 2.21. BILLS - Upon receipt of proper instructions, to pay or cause to be paid, insofar as funds are available for the purpose, bills, statements and other obligations of the Fund (including but not limited to interest charges, taxes, management fees, compensation to officers, directors and employees of the Fund, and other operating expenses of the Fund). 2.22. DEPOSIT OF FUND ASSETS IN SECURITIES SYSTEMS - The Custodian may deposit and/or maintain securities owned by a Fund in (i) The Depository Trust Company, (ii) the Participants Trust Company, (iii) any book-entry system as provided in Subpart O of Treasury Circular No. 300, 31 CFR 306, Subpart B of 31 CFR Part 350, or the book-entry regulations of federal agencies substantially in the form of Subpart O, or (iv) any other domestic clearing agency registered with the Securities and Exchange Commission under Section 17A of the Securities Exchange Act of 1934 which acts as a securities depository and whose use the Fund has previously approved in writing (each of the foregoing being referred to in this Agreement as a "Securities System"). Utilization of a Securities System shall be in accordance with applicable -13- Federal Reserve Board and Securities and Exchange Commission rules and regulations, if any, and subject to the following provisions: 1) The Custodian may deposit and/or maintain Fund securities, either directly or through one or more Agents appointed by the Custodian (provided that any such agent shall be qualified to act as a custodian of the Fund pursuant to the Investment Company Act of 1940 and the rules and regulations thereunder), in a Securities System provided that such securities are represented in an account ("Account") of the Custodian or such Agent in the Securities System which shall not include any assets of the Custodian or Agent other than assets held as a fiduciary, custodian, or otherwise for customers; 2) The records of the Custodian with respect to securities of each Fund which are maintained in a Securities System shall identify by book-entry those securities belonging to the Fund; 3) The Custodian shall pay for securities purchased for the account of a Fund upon (i) receipt of advice from the Securities System that such securities have been transferred to the Account, and (ii) the making of an entry on the records of the Custodian to reflect such payment and transfer for the account of the Fund. The Custodian shall transfer securities sold for the account of a Fund upon (i) receipt of advice from the Securities System that payment for such securities has been transferred to the Account, and (ii) the making of an entry on the records of the Custodian to reflect such transfer and payment for the account of the Fund. Copies of all advices from the Securities System of transfers of securities for the account of a Fund shall identify the Fund, be maintained for the Fund by the Custodian or an Agent as referred to above, and be provided to the Fund at its request. The Custodian shall furnish to each Fund confirmation of each transfer to or from the account of the Fund in the form of a written advice or -14- notice and shall furnish to each Fund copies of daily transaction sheets reflecting each day's transactions in the Securities System for the account of the Fund on the next business day; 4) The Custodian shall provide each Fund with any report obtained by the Custodian or any Agent as referred to above on the Securities System's accounting system, internal accounting control and procedures for safeguarding securities deposited in the Securities System; and the Custodian and such Agents shall send to each Fund such reports on their own systems of internal accounting control as any Fund may reasonably request from time to time. 5) At the written request of a Fund, the Custodian will terminate the use of any Securities System on behalf of the Fund as promptly as practicable. 2.23. OTHER TRANSFERS - To deliver securities, funds and other property of a Fund to a Subcustodian or another custodian as necessary to effect transactions authorized by proper instructions and upon receipt of proper instructions, to deliver securities, funds and other property of the Fund to a Subcustodian or another custodian of the Fund; and, upon receipt of proper instructions, to make such other disposition of securities, funds or other property of the Fund in a manner other than or for purposes other than as enumerated elsewhere in this Agreement, provided that the instructions relating to such disposition shall state the amount of securities to be delivered and the name of the person or persons to whom delivery is to be made. 2.24. INVESTMENT LIMITATIONS - In performing its duties generally, and more particularly in connection with the purchase, sale and exchange of securities made by or for a Fund, the Custodian may assume unless and until notified in writing to the contrary that proper instructions received by it are not in conflict with or in any way contrary to any provisions of the Fund's Declaration of Trust or Certificate of Incorporation or By-Laws (or comparable documents) or votes or proceedings of the shareholders or Trustees or Directors of the Fund. -15- Subject to the provisions of Section 6, the Custodian shall in no event be liable to a Fund and shall be indemnified by the Fund for any violation which occurs in the course of carrying out instructions given by the Fund of any investment limitations to which the Fund is subject or other limitations with respect to the Fund's powers to make expenditures, encumber securities, borrow or take similar actions affecting the Fund. 2.25. CUSTODIAN ADVANCES - In the event that the Custodian is directed by proper instructions to make any payment or transfer of funds on behalf of a Fund for which there would be, at the close of business on the date of such payment or transfer, insufficient funds held by the Custodian on behalf of the Fund, the Custodian may, in its discretion without further proper instructions, provide an advance ("Advance") to the Fund in an amount sufficient to allow the completion of the transaction by reason of which such payment or transfer of funds is to be made. In addition, in the event the Custodian is directed by proper instructions to make any payment or transfer of funds on behalf of a Fund as to which it is subsequently determined that the Fund has overdrawn its cash account with the Custodian as of the close of business on the date of such payment or transfer, said overdraft shall constitute an Advance. Any Advance to a Fund shall be payable on demand by the Custodian, unless otherwise agreed by the Fund and the Custodian, and shall accrue interest from the date of the Advance to the date of payment by the Fund at a rate agreed upon from time to time by the Custodian and the Fund. It is understood that any transaction in respect of which the Custodian shall have made an Advance to a Fund, including but not limited to a foreign exchange contract or transaction in respect of which the Custodian is not acting as a principal, is for the account of and at the risk of the Fund, and not, by reason of such Advance, deemed to be a transaction undertaken by the Custodian for its own account and risk. The Custodian and each Fund acknowledge that the purpose of Advances is to finance -16- temporarily the purchase or sale of securities for prompt delivery in accordance with the settlement terms of such transactions or to meet emergency expenses not reasonably foreseeable by the Fund. 2.26. RESTRICTED SECURITIES - In the case of a "restricted security", each Fund shall have the responsibility to provide to or obtain for the Custodian, the issuer of the security or other appropriate third party any necessary documentation, including without limitation, legal opinions or consents, and to take any necessary actions required in connection with the registration of restricted securities in the manner provided in Section 2.3 upon acquisition thereof by the Fund or required in connection with any sale or other disposition thereof by the Fund. Upon acquisition and until so registered in accordance with Section 2.3, the Custodian shall have no duty to service such restricted securities, including without limitation, the receipt and collection of cash and stock dividends, rights and other items of like nature, nor shall the Custodian have responsibility for the inability of a Fund to exercise in a timely manner any right in respect of any restricted security or to take any action in a timely manner in respect of any other type of corporate action relating to a restricted security. Similarly, the Custodian shall not have responsibility for the inability of a Fund to sell or otherwise transfer in a timely manner any restricted security in the absence of any such documentation or action to be provided, obtained or taken by the Fund. At such time as the Custodian shall receive on behalf of a Fund any restricted security, regardless of when it shall be registered as aforesaid, the Fund shall also deliver to the Custodian a term sheet summarizing those rights, restrictions or other matters of which the Custodian should have knowledge, such as exercise periods, expiration dates and payment dates, in order to assist the Custodian in servicing such securities. As used herein, the term "restricted security" shall mean a security which is subject to restrictions on transfer, whether by reason of contractual restrictions or federal, state or -17- foreign securities or similar laws, or a security which has special rights or contractual features which do not apply to publicly-traded shares of, or comparable interests representing, such security. 2.27. PROPER INSTRUCTIONS - Proper instructions shall mean a tested telex from a Fund or a written request, direction, instruction or certification signed or initialed on behalf of the Fund by two or more persons as the Board of Trustees or Directors of the Fund shall have from time to time authorized, provided, however, that no such instructions directing the delivery of securities or the payment of funds to an authorized signatory of the Fund shall be signed by such person. Those persons authorized to give proper instructions may be identified by the Board of Trustees or Directors of a Fund by name, title or position and may include at least one officer empowered by the Board to name other individuals who are authorized to give proper instructions on behalf of the Fund. Telephonic or other oral instructions may be given by any one of the above persons, and instructions given by facsimile transmission may be given by any two or more of the above persons and will be considered proper instructions if the Custodian reasonably believes them to have been given by a person or persons authorized to give such instructions with respect to the transaction involved. Oral instructions will be confirmed by tested telex or in writing in the manner set forth above but the lack of such confirmation shall in no way affect any action taken by the Custodian in reliance upon such oral instructions. Each Fund authorizes the Custodian to tape record any and all telephonic or other oral instructions given to the Custodian by or on behalf of the Fund (including any of its officers, Directors, Trustees, employees or agents or any investment manager or adviser or person or entity with similar responsibilities which is authorized to give proper instructions on behalf of the Fund to the Custodian). Proper instructions may -18- relate to specific transactions or to types or classes of transactions, and may be in the form of standing instructions. Proper instructions from a Fund may include communications effected directly between electro-mechanical or electronic devices or systems, in addition to tested telex, provided that the Fund and the Custodian agree to the use of such device or system. 2.28. SEGREGATED ACCOUNT - The Custodian shall upon receipt of proper instructions establish and maintain on its books a segregated account or accounts for and on behalf of each Fund, into which account or accounts may be transferred cash and/or securities of the Fund, including securities maintained by the Custodian pursuant to Section 2.22 hereof, (i) in accordance with the provisions of any agreement among the Fund, the Custodian and a broker-dealer registered under the Securities Exchange Act of 1934 and a member of the National Association of Securities Dealers, Inc. (or any futures commission merchant registered under the Commodity Exchange Act) relating to compliance with the rules of the Options Clearing Corporation and of any registered national securities exchange (or the Commodity Futures Trading Commission or any registered contract market), or any similar organization or organizations, regarding escrow or other arrangements in connection with transactions by the Fund, (ii) for purposes of segregating cash or securities in connection with options purchased, sold or written by the Fund or commodity futures contracts or options thereon purchased or sold by the Fund, (iii) for the purposes of compliance by the Fund with the procedures required by Investment Company Act Release No. 10666, or any subsequent release or releases of the Securities and Exchange Commission relating to the maintenance of segregated accounts by registered investment companies, and (iv) as mutually agreed from time to time between the Fund and the Custodian. -19- 3. POWERS AND DUTIES OF THE CUSTODIAN WITH RESPECT TO THE APPOINTMENT OF SUBCUSTODIANS: The Fund hereby authorizes and instructs the Custodian to appoint, at any time and from time to time, (i) any bank, trust company or other entity meeting the requirements of an "eligible foreign custodian" under Section 17(f) of the 1940 Act and the rules and regulations thereunder or by order of the Securities and Exchange Commission exempted therefrom, or (ii) any bank as defined in Section 2(a)(5) of the 1940 Act and the rules and regulations thereunder or an overseas branch of a "Qualified U.S. Bank" (as such term defined in Rule 17f (5) of the 1940 Act), to hold securities, funds and other property of the Funds which are maintained outside the United States (a "Subcustodian"). The Fund hereby further authorizes and instructs the Custodian to utilize any securities depositories outside the United States which meet the requirements of Section 17(f) of the 1940 Act and the rules and regulations thereunder or by order of the Securities and Exchange Commission exempted therefrom (a "Foreign Depository"). The Fund shall approve in writing (1) the appointment of each Subcustodian and the subcustodian agreement to be entered into between such Subcustodian and the Custodian, and (2) if the Subcustodian is organized under the laws of a country other than the United States, the country or countries in which the Subcustodian is authorized to hold securities, cash and other property of the Fund. Upon such approval by the Fund, the Custodian is authorized on behalf of the Fund to notify each Subcustodian of its appointment as such. Those Subcustodians, and the countries where and the Foreign Depositories through which they or the Custodian may hold securities, cash and other property of each Fund which each Fund has approved to date are set forth on the applicable Appendix A hereto. Such Appendix shall be amended from time to time as Subcustodians, and/or countries and/or Foreign Depositories are changed, added or deleted. A Fund shall be responsible for -20- informing the Custodian sufficiently in advance of a proposed investment which is to be held in a country not listed on Appendix A, in order that there shall be sufficient time for the Fund to give the approval required by the preceding paragraph and for the Custodian to put the appropriate arrangements in place with such Subcustodian, including negotiation of a subcustodian agreement and submission of such subcustodian agreement to the Fund for approval. If any Subcustodian or Foreign Depository set forth in Appendix A (a) sends notice to the Custodian that it will no longer serve as Subcustodian, or (b) shall no longer satisfy the requirements of a branch of a "Qualified U.S. Bank" or an "Eligible Foreign Custodian" under the 1940 Act, the Custodian shall promptly notify the applicable Fund of such development. In such event and upon receipt of such notice, the applicable Fund will promptly review and approve a new subcustodial arrangement ("Replacement Subcustodian") in sufficient time to assure the Fund's continued compliance with the safekeeping requirements of the 1940 Act and the rules adopted thereunder. The Custodian shall, as soon as practicable after receiving notice of the Fund's approval, transfer the assets of the Fund to such Replacement Subcustodian. If a Fund shall have invested in a security to be held in a country before the foregoing procedures have been completed, such security shall be held by such agent as the Custodian may appoint. In any event, the Custodian shall be liable to such Fund for the actions of such agent if and only to the extent the Custodian shall have recovered from such agent for any damages caused the Fund by such agent. At the request of such Fund, the Custodian agrees to remove any securities held on behalf of the Fund by such agent, if practical, to an approved Subcustodian. Under such circumstances the Custodian will collect income and respond to corporate actions on a best efforts basis. -21- With respect to securities and funds held by a Subcustodian, either directly or indirectly (including by a Foreign Depository or foreign clearing agency) or by a Foreign Depository or foreign clearing agency utilized by the Custodian, notwithstanding any provision of this Agreement to the contrary, payment for securities purchased and delivery of securities sold may be made prior to receipt of the securities or payment, respectively, and securities or payment may be received in a form, in accordance with (A) governmental regulations, (B) rules of Foreign Depositories or foreign clearing agencies, (C) generally accepted trade practice in the applicable local market, (D) the terms of the instrument representing the security, or (E) proper instructions. With respect to the securities and funds held by a Subcustodian, either directly or indirectly, (including by a securities depository or a clearing agency) including demand and interest bearing deposits, currencies or other deposits and foreign exchange contracts as referred to in Sections 2.12, 2.13, 2.14 or 2.15, the Custodian shall be liable to a Fund for any loss or damage to the Fund caused by or resulting from the acts and omissions of any Subcustodian to the extent that under the terms set forth in the subcustodian agreement between the Custodian and the Subcustodian (or in the subcustodian agreement between a Subcustodian and any secondary Subcustodian), the Subcustodian (or secondary Subcustodian) has failed to perform in accordance with the standard of conduct imposed under such subcustodian agreement as determined in accordance with the law which is adjudicated to govern such agreement and in accordance with any determination of any court as to the duties of said Subcustodian pursuant to said agreement. The Custodian shall nevertheless be liable to a Fund (a) for its own negligence in transmitting any instructions received by it from the Fund (b) for its own negligence in connection with the delivery of any securities or funds held by it to any such Subcustodian and (c) if the Custodian shall have acted negligently in recommending the Subcustodian, taking into account the -22- eligible foreign custodians and banks (as those terms are defined in the 1940 Act and the rules thereunder) which are available to act as subcustodians within a given jurisdiction, provided that the Custodian shall in no event be liable for losses which result from systemic or market-wide risks, including without limitation those arising from custody, clearance and settlement systems, posed by the financial infrastructure of a given foreign jurisdiction. In the event that any Subcustodian appointed pursuant to the provisions of this Section 3 fails to perform any of its obligations under the terms and conditions of the applicable subcustodian agreement, the Custodian shall use its best efforts to cause such Subcustodian to perform such obligations. In the event that the Custodian is unable to cause such Subcustodian to perform fully its obligations thereunder, the Custodian shall forthwith upon any Fund's request terminate such Subcustodian as a Subcustodian for each of the Funds in accordance with the termination provisions under the applicable subcustodian agreement and, if necessary or desirable, appoint another subcustodian in accordance with the provisions of this Section 3. At the election of a Fund, it shall have the right to enforce, to the extent permitted by the subcustodian agreement and applicable law, the Custodian's rights against any such Subcustodian for loss or damage caused the Fund by such Subcustodian. The Custodian will not amend any subcustodian agreement or agree to change or permit any changes thereunder except upon the prior written approval of each Fund. The Custodian may, at any time in its discretion upon notification to each Fund, terminate any Subcustodian of the Funds in accordance with the termination provisions under the applicable Subcustodian Agreement, and at the written request of any Fund, the Custodian will terminate any Subcustodian as a Subcustodian for each of the Funds in accordance with the termination provisions under the applicable Subcustodian Agreement. -23- If necessary or desirable, the Custodian may appoint another subcustodian to replace a Subcustodian terminated pursuant to the foregoing provisions of this Section 3, such appointment to be made upon approval of the successor subcustodian by the Board of Directors or Trustees of each Fund in accordance with the provisions of this Section 3. In the event the Custodian receives a claim from a Subcustodian under the indemnification provisions of any subcustodian agreement, the Custodian shall promptly give written notice to the appropriate Fund or Funds of such claim. No more than thirty days after written notice to such Fund or Funds of the Custodian's intention to make such payment, such Fund or such Funds severally and not jointly will reimburse the Custodian the amount of such payment made in respect of each such Fund except in respect of any negligence or misconduct of the Custodian. 4. ASSISTANCE BY THE CUSTODIAN AS TO CERTAIN MATTERS: The Custodian may assist generally in the preparation of reports to Fund shareholders and others, audits of accounts, and other ministerial matters of like nature. 5. POWERS AND DUTIES OF THE CUSTODIAN WITH RESPECT TO RECORDS: The Custodian shall have and perform the following duties with respect to records: 5.1. RECORDS - To create, maintain and retain such records for each Fund relating to its activities and obligations under this Agreement as are required under the Investment Company Act of 1940 and the rules and regulations thereunder (including Section 31 thereof and Rules 31a-l and 3la-2 thereunder) and under applicable Federal and State tax laws. All such records will be the property of the Fund to which they relate and in the event of termination of this Agreement shall be delivered to the successor custodian. -24- 5.2. ACCESS TO RECORDS - The books and records maintained by the Custodian on behalf of a Fund pursuant to Section 5.1 shall at all times during the Custodian's regular business hours be open to inspection and audit by officers of, attorneys for and auditors employed by the Fund and by employees and agents of the Securities and Exchange Commission, provided that all such individuals shall observe all security requirements of the Custodian applicable to its own employees having access to similar records within the Custodian and such regulations as may be reasonably imposed by the Custodian. 5.3. CALCULATION OF NET ASSET VALUE - To compute and determine the net asset value per share of each Fund as of the close of business on the New York Stock Exchange on each day on which such Exchange is open, unless otherwise directed by proper instructions. Such computation and determination on behalf of each Fund shall be made in accordance with (1) the provisions of the Fund's Declaration of Trust or Certificate of Incorporation and By-Laws, as they may from time to time be amended and delivered to the Custodian, (2) the votes of the Board of Trustees or Directors of the Fund at the time in force and applicable, as they may from time to time be delivered to the Custodian, and (3) proper instructions from such officers of the Fund or other persons as are from time to time authorized by the Board of Trustees or Directors of the Fund to give instructions with respect to computation and determination of the net asset value. On each day that the Custodian shall compute the net asset value per share of a Fund, the Custodian shall provide the Fund with written reports which permit the Fund to verify that portfolio transactions have been recorded in accordance with the Fund's instructions and are reconciled with the Fund's trading records. In computing the net asset value of a Fund, the Custodian may rely upon any information furnished by proper instructions, including without limitation any information (1) -25- as to accrual of liabilities of the Fund and as to liabilities of the Fund not appearing on the books of account kept by the Custodian, (2) as to the existence, status and proper treatment of reserves, if any, authorized by the Fund, (3) as to the sources of quotations to be used in computing the net asset value, including those listed in Appendix B, (4) as to the fair value to be assigned to any securities or other property for which price quotations are not readily available, and (5) as to the sources of information with respect to "corporate actions" affecting portfolio securities of the Fund, including those listed in Appendix B. (Information as to "corporate actions" shall include information as to dividends, distributions. stock splits, stock dividends, rights offerings, conversions, exchanges, recapitalizations, mergers, redemptions, calls, maturity dates and similar transactions, including the ex- and record dates and the amounts or other terms thereof.) In like manner, the Custodian shall compute and determine the net asset value of a Fund as of such other times as the Board of Trustees or Directors of the Fund from time to time may reasonably request. Notwithstanding any other provisions of this Agreement, including Section 6.3, the following provisions shall apply with respect to the Custodian's foregoing responsibilities in this Section 5.3: The Custodian shall be held to the exercise of reasonable care in computing and determining net asset value of each Fund as provided in this Section 5.4, but shall not be held accountable or liable for any losses, damages or expenses the Fund or any shareholder or former shareholder of the Fund or any other person may suffer or incur arising from or based upon errors or delays in the determination of such net asset value unless such error or delay was due to the Custodian's negligence, gross negligence or reckless or willful misconduct in determination of such net asset value. (The parties hereto acknowledge, however, that the Custodian's causing an error or delay in the determination of net asset value may, but does not in and of itself, constitute -26- negligence, gross negligence or reckless or willful misconduct.) In no event shall the Custodian be liable or responsible to a Fund, any present or former shareholder of the Fund or any other person for any error or delay which continued or was undetected after the date of an audit performed by the certified public accountants employed by the Fund if, in the exercise of reasonable care in accordance with generally accepted accounting standards, such accountants should have become aware of such error or delay in the course of performing such audit. The Custodian's liability for any such negligence, gross negligence or reckless or willful misconduct which results in an error in determination of such net asset value of a Fund shall be limited to the direct, out-of-pocket loss the Fund, shareholder or former shareholder shall actually incur, measured by the difference between the actual and the erroneously computed net asset value, and any expenses the Fund shall incur in connection with correcting the records of the Fund affected by such error (including charges made by the Fund's registrar and transfer agent for making such corrections) or communicating with shareholders or former shareholders of the Fund affected by such error. Without limiting the foregoing, the Custodian shall not be held accountable or liable to a Fund, any shareholder or former shareholder thereof or any other person for any delays or losses, damages or expenses any of them may suffer or incur resulting from (1) the Custodian's failure to receive timely and suitable notification concerning quotations or corporate actions relating to or affecting portfolio securities of the Fund or (2) any errors in the computation of the net asset value based upon or arising out of quotations or information as to corporate actions if received by the Custodian either (i) from a source which the Custodian was authorized pursuant to the second paragraph of this Section 5.3 to rely upon, or (ii) from a source which in the Custodian's reasonable judgment was as reliable a source for such quotations or information as the sources authorized pursuant to that paragraph. Nevertheless, the Custodian will use its -27- best judgment in determining whether to verify through other sources any information it has received as to quotations or corporate actions if the Custodian has reason to believe that any such information might be incorrect. In the event of any error or delay in the determination of such net asset value of a Fund for which the Custodian may be liable, the Fund and the Custodian will consult and make good faith efforts to reach agreement on what actions should be taken in order to mitigate any loss suffered by the Fund or its present or former shareholders, in order that the Custodian's exposure to liability shall be reduced to the extent possible after taking into account all relevant factors and alternatives. Such actions might include such Fund or the Custodian taking reasonable steps to collect from any shareholder or former shareholder who has received any overpayment upon redemption of shares such overpaid amount or to collect from any shareholder who has underpaid upon a purchase of shares the amount of such underpayment or to reduce the number of shares issued to such shareholder. It is understood that in attempting to reach agreement on the actions to be taken or the amount of the loss which should appropriately be borne by the Custodian, such Fund and the Custodian will consider such relevant factors as the amount of the loss involved, the Fund's desire to avoid loss of shareholder good will, the fact that other persons or entities could have been reasonably expected to have detected the error sooner than the time it was actually discovered, the appropriateness of limiting or eliminating the benefit which shareholders or former shareholders might have obtained by reason of the error, and the possibility that other parties providing services to the Fund might be induced to absorb a portion of the loss incurred. -28- 6. STANDARD OF CARE AND RELATED MATTERS: 6.1. LIABILITY OF THE CUSTODIAN WITH RESPECT TO PROPER INSTRUCTIONS; EVIDENCE OF AUTHORITY, ETC. - The Custodian shall not be liable for any action taken or omitted in reliance upon proper instructions believed by it to be genuine or upon any other written notice, request, direction, instruction, certificate or other instrument believed by it to be genuine and signed by the proper party or parties. The Secretary or Assistant Secretary of each Fund shall certify to the Custodian the names, signatures and scope of authority of all persons authorized to give proper instructions or any other such notice, request, direction, instruction, certificate or instrument on behalf of the Fund, the names and signatures of the officers of the Fund, the name and address of the Shareholder Servicing Agent, and any resolutions, votes, instructions or directions of the Fund's Board of Directors or Trustees or shareholders. Such certificate may be accepted and relied upon by the Custodian as conclusive evidence of the facts set forth therein and may be considered in full force and effect until receipt of a similar certificate to the contrary. So long as and to the extent that it is in the exercise of reasonable care, the Custodian shall not be responsible for the title, validity or genuineness of any property or evidence of title thereto received by it or delivered by it pursuant to this Agreement. The Custodian shall be entitled, at the expense of the appropriate Fund or Funds, to receive and act upon advice of (i) counsel regularly retained by the Custodian in respect of custodian matters, (ii) counsel for such Fund or Funds, or (iii) such other counsel as such Fund or Funds and the Custodian may agree upon, with respect to all matters, and the Custodian shall be without liability for any action reasonably taken or omitted pursuant to such advice. -29- 6.2. LIABILITY OF THE CUSTODIAN WITH RESPECT TO USE OF SECURITIES SYSTEMS AND FOREIGN DEPOSITORIES - With respect to the portfolio securities, cash and other property of a Fund held by a Securities System or by a Foreign Depository utilized by the Custodian or any Subcustodian, the Custodian shall be liable to the Fund only for any loss or damage to the Fund resulting from use of the Securities System or Foreign Depository if caused by any negligence, misfeasance or misconduct of the Custodian or any of its Agents (as said term is defined in Section 6.6) or of any of its or its Agents' employees or from any failure of the Custodian or any such Agent to enforce effectively such rights as it may have against the Securities System or Foreign Depository. At the election of a Fund, it shall be entitled to be subrogated to the rights of the Custodian with respect to any claim against the Securities System, Foreign Depository or any other person which the Custodian may have as a consequence of any such loss or damage to the Fund if and to the extent that the Fund has not been made whole for any such loss or damage. 6.3. STANDARD OF CARE; LIABILITY; INDEMNIFICATION - The Custodian shall be held only to the exercise of reasonable care and diligence expected of a professional custodian in carrying out the provisions of this Agreement, provided that the Custodian shall not thereby be required to take any action which is in contravention of any applicable law, rule or regulation or any order or judgment of any court of competent jurisdiction. The Custodian shall assume the burden of proving that it exercised such care and diligence in the event of any loss of property of any of the Funds. Each Fund agrees to indemnify and hold harmless the Custodian and its nominees from all claims and liabilities (including counsel fees) incurred or assessed against it or its nominees in connection with the performance of this Agreement on behalf of such Fund, except such as may arise from its or its nominee's breach of the relevant standard of conduct set -30- forth in this Agreement. Without limiting the foregoing indemnification obligation of each Fund, each Fund agrees to indemnify the Custodian and any nominee in whose name portfolio securities or other property of the Fund is registered against any liability the Custodian or such nominee may incur by reason of taxes assessed to the Custodian or such nominee or other costs, liability or expense incurred by the Custodian or such nominee resulting directly or indirectly from the fact that portfolio securities or other property of the Fund is registered in the name of the Custodian or such nominee. In no event shall the Custodian incur liability under this Agreement if the Custodian or any Subcustodian, Securities System, Foreign Depository, Banking Institution or any agent or entity utilized by any of them is prevented, forbidden or delayed from performing, or omits to perform, any act or thing which this Agreement provides shall be performed or omitted to be performed, by reason of (i) any Sovereign Risk or (ii) any provision of any present or future law or regulation or order of the United States of America or any state thereof, or of any foreign country or political subdivision thereof, or of any securities depository or clearing agency which operates a central system for handling of securities or equivalent book-entries in a country or which operates a transnational system for the central handling of securities or equivalent book-entries, or (iii) any provision of any order or judgment of any court of competent jurisdiction. A "Sovereign Risk" shall mean nationalization, expropriation, devaluation, revaluation, confiscation, seizure, cancellation, destruction or similar action by any governmental authority, de facto or de jure; or enactment, promulgation, imposition or enforcement by any such governmental authority of currency restrictions, exchange controls, taxes, levies or other charges affecting a Fund's property; or acts of war, terrorism, insurrection or revolution; or any other act or event beyond the Custodian's control. -31- Except to the extent that (i) the Custodian has specifically agreed to comply with a rule or regulation, or (ii) the Custodian is bound by a rule or regulation in the performance of its duties hereunder, including Rule 17f-5 under the Investment Company Act of 1940, the Custodian shall not be responsible for compliance of this Agreement and the actions to be taken hereunder with any rules, regulations and restrictions including without limitation those imposed by a Fund's prospectus or the Investment Company Act of 1940 and the rules and regulations thereunder. 6.4. REIMBURSEMENT OF DISBURSEMENTS, ETC. - The Custodian shall be entitled to receive reimbursement from each Fund on demand, in the manner provided in Section 7, for its cash disbursements, expenses and charges (including the fees and expenses of any Subcustodian or any Agent) made or incurred in respect of such Fund in connection with this Agreement, but excluding salaries and usual overhead expenses. 6.5. SECURITY FOR OBLIGATIONS TO CUSTODIAN - If the Custodian or any nominee thereof shall incur or be assessed any taxes, charges, expenses, assessments, claims or liabilities in connection with the performance of this Agreement (collectively a "Liability"), in respect of a Fund, except such as may arise from its or such nominee's breach of the relevant standard of conduct set forth in this Agreement, or if the Custodian shall make any Advance to a Fund, then in such event any property at any time held for the account of such Fund by the Custodian or a Subcustodian shall be security for such Liability of such Fund or for such Advance to such Fund and the interest thereon, and if the Fund shall fail to pay such Advance or interest when due or shall fail to reimburse or indemnify the Custodian promptly in respect of a Liability, the Custodian shall be entitled to utilize available cash and to dispose of the Fund's property, including securities, to the extent necessary to obtain repayment, reimbursement or indemnification. -32- 6.6. APPOINTMENT OF AGENTS - The Custodian may at any time or times in its discretion appoint (and may at any time remove) any other bank or trust company as its agent (an "Agent") to carry out such of the provisions of this Agreement as the Custodian may from time to time direct, provided, however, that the appointment of such Agent (other than an Agent appointed pursuant to the third paragraph of Section 3) shall not relieve the Custodian of any of its responsibilities under this Agreement. 6.7. POWERS OF ATTORNEY - Upon request, each Fund shall deliver to the Custodian such proxies, powers of attorney or other instruments as may be reasonable and necessary or desirable in connection with the performance by the Custodian or any Subcustodian of their respective obligations under this Agreement or any applicable subcustodian agreement. 7. COMPENSATION OF THE CUSTODIAN: Each Fund shall pay the Custodian a custody fee based on such fee schedule as may from time to time be agreed upon in writing by the Custodian and the Fund. Such fee, together with all amounts for which the Custodian is to be reimbursed in accordance with Section 6.4, shall be billed to the appropriate Fund and be paid in cash to the Custodian. 8. TERMINATION OF AGREEMENT AS TO ONE OR MORE FUNDS: SUCCESSOR CUSTODIAN: With respect to each Fund, this Agreement shall continue in full force and effect until the first to occur of: (a) termination by the Custodian by an instrument in writing delivered or mailed to such Fund, such termination to take effect not sooner than seventy-five (75) days after the date of such delivery; or (b) termination by such Fund by an instrument in writing delivered or mailed to the Custodian, such termination to take effect not sooner than seventy-five (75) days after the date of such delivery. In the event of termination pursuant to this Section 8 by any Fund (a "Terminating Fund") , each Terminating Fund shall make payment of all accrued fees and unreimbursed -33- expenses with respect to such Terminating Fund within a reasonable time following delivery of a statement to the Terminating Fund setting forth such fees and expenses and in any event prior to delivery of the securities, cash or other property held by the Custodian to the Terminating Fund or a successor custodian. Each Terminating Fund shall identify in any notice of termination a successor custodian or custodians to which the cash, securities or other assets of such Fund shall, upon termination of this Agreement with respect to such Terminating Fund, be delivered. In the event that no written notice designating a successor custodian shall have been delivered to the Custodian on or before the date when termination of this Agreement as to a Terminating Fund shall become effective, the Custodian may deliver to a bank or trust company doing business in Boston, Massachusetts, of its own selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $25,000,000, all securities cash and other property of such Terminating Fund held by the Custodian and all instruments held by the Custodian relative thereto and all other property of the Terminating Fund held by the Custodian under this Agreement. Thereafter such bank or trust company shall be the successor or the Custodian with respect to such Terminating Fund under this Agreement. In the event that securities, cash and other property of such Terminating Fund remain in the possession of the Custodian after the date of termination hereof with respect to such Terminating Fund owing to failure of the Terminating Fund to appoint a successor custodian, the Custodian shall be entitled to compensation for its services in accordance with the fee schedule most recently in effect, for such period as the Custodian retains possession of such securities, cash and other property, and the provisions of this Agreement relating to the duties and obligations of the Custodian and the Terminating Fund shall remain in full force and effect. In the event of the appointment of a -34- successor custodian, it is agreed that the cash, securities and other property owned by a Terminating Fund and held by the Custodian, any Subcustodian or nominee shall be delivered to the successor custodian; and the Custodian agrees to cooperate with such Terminating Fund in the execution of documents and performance of other actions necessary or desirable in order to substitute the successor custodian for the Custodian under this Agreement. 9. AMENDMENT: This Agreement constitutes the entire understanding and agreement of the parties hereto with respect to the subject matter hereof. No provision of this Agreement may be amended or terminated except by a statement in writing signed by the party or parties against which enforcement of the amendment or termination is sought. In connection with the operation of this Agreement, the Custodian and the Funds may agree in writing from time to time on such provisions interpretative of or in addition to the provisions of this Agreement as may in their joint opinion be consistent with the general tenor of this Agreement. No interpretative or additional provisions made as provided in the preceding sentence shall be deemed to be an amendment of this Agreement. The section headings in this Agreement are for the convenience of the parties and in no way alter, amend, limit or restrict the contractual obligations of the parties set forth in this Agreement. 10. GOVERNING LAW: This Agreement is executed and delivered in The Commonwealth of Massachusetts and shall be governed by and construed according to the laws of said Commonwealth. 11. NOTICES: Notices and other writings delivered or mailed postage prepaid to each Fund addressed to the Fund c/o BEA Associates, 153 East 53rd Street, New York, New York 10022 or to such other address as a Fund may have designated to the Custodian in writing, -35- or to the Custodian at 40 Water Street, Boston, Massachusetts 02109, Attention: Manager, Securities Department, or to such other address as the Custodian may have designated to the Funds in writing, shall be deemed to have been properly delivered or given hereunder to the respective addressee. 12. BINDING EFFECT: This Agreement shall be binding on and shall inure to the benefit of each Fund and the Custodian and their respective successors and assigns, provided that no party hereto may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party. 13. COUNTERPARTS: This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. This Agreement shall become effective when one or more counterparts have been signed and delivered by each of the parties. 14. OBLIGATIONS SEVERAL: The Custodian agrees that the obligations of each Fund hereunder are several and that the Custodian shall have no recourse against any Fund for the payment or obligations of any other Fund. -36- IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed in its name and behalf on the day and year first above written. EACH OF THE INVESTMENT COMPANIES BROWN BROTHERS HARRIMAN & CO. LISTED ON APPENDIX C HERETO By: /s/ Paul P. Stamler per pro /s/ R.A. Hill ----------------------------------------- ----------------------- NAME: Paul P. Stamler Richard A. Hill TITLE: S.U.P. Manager -37- APPENDIX A The applicable Appendix A follows for each fund. BROWN BROTHERS HARRIMAN & CO. - GLOBAL CUSTODY NETWORK THE BRAZILIAN EQUITY FUND, INC. APPENDIX A
COUNTRY SUBCUSTODIAN DEPOSITORY - ------- ------------ ---------- BRAZIL THE FIRST NATIONAL BANK OF BOSTON, SAO PAULO First National Bank of Boston Agreement 1/5/88 BOVESPA Omnibus Amendment 2/22/94 CLC TRANSNATIONAL BROWN BROTHERS HARRMIAN & CO. Cedel Euroclear
I HEREBY CERTIFY THAT AT ITS MEETING ON _______________________ THE BOARD APPROVED THE COUNTRIES, SUBCUSTODIANS, AGREEMENTS, AND CENTRAL DEPOSITORIES LISTED ON THIS APPENDIX. /s/ Paul P. Stamler 5/16/95 - ----------------------------------- ---------------------------------- (SIGNATURE) (DATE) S.U.P. - ----------------------------------- (TITLE) PAGE 1 OF 1 BROWN BROTHERS HARRIMAN & CO. - GLOBAL CUSTODY NETWORK THE CHILE FUND, INC. APPENDIX A
COUNTRY SUBCUSTODIAN DEPOSITORY - ------- ------------ ---------- CHILE CITIBANK N.A., SANTIAGO Bolso Deposito Centralidado Citibank N.A., New York Agreement 7/16/81 de Valores de Chile New York Agreement Amendment 8/31/90 (to be established in 1995) TRANSNATIONAL BROWN BROTHERS HARRIMAN & Co. Cedel Euroclear UNITED KINGDOM MIDLAND BANK PLC CGO Midland Bank Agreement 8/8/90 CMO Omnibus Amendment 12/15/93
I HEREBY CERTIFY THAT AT ITS MEETING ON ___________________________ THE BOARD APPROVED THE COUNTRIES, SUBCUSTODIANS, AGREEMENTS, AND CENTRAL DEPOSITORIES LISTED ON THIS APPENDIX. /s/ Paul P. Stamler 5/16/95 - ----------------------------------- ---------------------------------- (SIGNATURE) (DATE) S.U.P. - ----------------------------------- (TITLE) PAGE 1 OF 1 BROWN BROTHERS HARRIMAN & CO. - GLOBAL CUSTODY NETWORK THE PORTUGAL FUND, INC. APPENDIX A
COUNTRY SUBCUSTODIAN DEPOSITORY - ------- ------------ ---------- PORTUGAL BANCO ESPIRITO SANTO E COMERCIAL Interbolsa DE LISBOA, S.A. BESCL Agreement 4/26/89 TRANSNATIONAL BROWN BROTHERS HARRIMAN & Co. Cedel Euroclear
I HEREBY CERTIFY THAT AT ITS MEETING ON __________________________ THE BOARD APPROVED THE COUNTRIES, SUBCUSTODIANS, AGREEMENTS, AND CENTRAL DEPOSITORIES LISTED ON THIS APPENDIX. /s/ Paul P. Stamler 5/16/95 - ----------------------------------- ---------------------------------- (SIGNATURE) (DATE) S.U.P. - ----------------------------------- (TITLE) PAGE 1 OF 1 BROWN BROTHERS HARRIMAN & CO. - GLOBAL CUSTODY NETWORK THE FIRST ISRAEL FUND, INC. APPENDIX A
COUNTRY SUBCUSTODIAN DEPOSITORY - ------- ------------ ---------- ISRAEL BANK HAPOALIM B.M. TASE Clearinghouse Ltd. Bank Hapoalim Agreement 8/27/92 ISRAEL ISRAEL DISCOUNT BANK LTD. TASE Clearinghouse Ltd. Israel Discount Bank Agreement 3/10/93 ISRAEL UNITED MlZRAHI BANK LTD. TASE Clearinghouse Ltd. United Mizrahi Bank Agreement 3/4/93 TRANSNATIONAL BROWN BROTHERS HARRIMAN & CO. Cedel Euroclear
I HEREBY CERTIFY THAT AT ITS MEETING ON ___________________________ THE BOARD APPROVED THE COUNTRIES, SUBCUSTODIANS, AGREEMENTS, AND CENTRAL DEPOSITORIES LISTED ON THIS APPENDIX. /s/ Paul P. Stamler 5/16/95 - ----------------------------------- ---------------------------------- (SIGNATURE) (DATE) S.U.P. - ----------------------------------- (TITLE) PAGE 1 OF 1 BROWN BROTHERS HARRIMAN & CO. - GLOBAL CUSTODY NETWORK THE EMERGING MARKETS INFRASTRUCTURE FUND, INC. APPENDIX A
COUNTRY SUBCUSTODIAN DEPOSITORY - ------- ------------ ---------- ARGENTINA CITIBANK N.A., BUENOS AIRES Caja de Valores Citibank, N.A., New York Agt. 7/16/81 New York Agreement Amendment 8/31/90 AUSTRALIA NATIONAL AUSTRALIA BANK LTD Austraclear Ltd. National Australia Bank Agt. 5/1/85 Reserve Bank of Australia Agreement Amendment 2/13/92 Omnibus Amendment 11/22/93 AUSTRIA CREDITANSTALT BANKVEREIN OEKB Creditanstalt Bankverein Agreement 12/18/89 Omnibus Amendment 1/17/94 BANGLADESH STANDARD CHARTERED BANK, DHAKA None Standard Chartered Bank Agreement 2/18/92 BELGIUM BANQUE BRUXELLES LAMBERT CIK Banque Bruxelles Lambert Agt. 11/15/90 Banque Nationale de Belgique Omnibus Amendment 3/1/94 BOTSWANA BARCLAYS BANK PLC None Barclays Bank Agreement 10/5/94 BRAZIL THE FIRST NATIONAL BANK OF BOSTON, SAO BOVESPA PAULO CLC First National Bank of Boston Agreement 1/5/88 Omnibus Amendment 2/22/94 CANADA CANADIAN IMPERIAL BANK OF COMMERCE CDS Canadian Imperial Bank of Commerce Agreement 9/9/88 Omnibus Amendment 12/1/93 CHILE CITIBANK N.A., SANTIAGO Bolso Deposito Centralidado Citibank N.A., New York Agreement 7/16/81 de Valores de Chile New York Agreement Amendment 8/31/90 (to be established in 1995) CHINA STANDARD CHARTERED BANK, SHANGHAI SSCCRC Standard Chartered Bank Agreement 2/18/92 CHINA STANDARD CHARTERED BANK, SHENZHEN SSRC Standard Chartered Bank Agreement 2/18/92 PAGE 1 OF 6 COUNTRY SUBCUSTODIAN DEPOSITORY - ------- ------------ ---------- COLOMBIA CITITRUST COLOMBIA S.A. SOCIEDAD None FIDUCIARIA Citibank N.A., New York Agreement 7/16/81 New York Agreement Amendment 8/31/90 Citibank N.A. Subsidiary Amendment 8/7/92 Citibank N.A./Cititrust Colombia Agreement 12/2/91 CZECH REPUBLIC CESKOSLOVENSKA OBCHODNI BANKA, A.S. SCP Ceskoslovenska Obchodni Banka Agreement Czech National Bank 2/28/94 DENMARK DEN DANSKE BANK VP Den Danske Bank Agreement 1/1/89 Omnibus Amendment 12/1/93 FINLAND UNION BANK OF FINLAND CSR Union Bank of Finland Agreement 2/27/89 HMMC Omnibus Amendment 4/6/94 FRANCE BANQUE INDOSUEZ SICOVAM Banque Indosuez Agreement 7/19/90 Banque de France Omnibus Amendment 3/10/94 GERMANY BERLINER HANDELS UND FRANKFURTER BANK Kassenverein Berliner Handels und Frankfurter Bank Agt. 6/28/90 GHANA BARCLAYS BANK PLC None Barclays Bank Agreement 10/5/94 GREECE CITIBANK N.A., ATHENS Apothetirion Titlon A.E. Citibank N.A., New York Agreement 7/16/81 New York Agreement Amendment 8/31/90 HONG KONG HONGKONG & SHANGHAI BANKING CORP. HKSCC Hongkong & Shanghai Banking Corp. Agt. 4/19/91 Omnibus Supplement 12/29/93 HUNGARY CITIBANK BUDAPEST RT. KELER Ltd. Citibank N.A., New York Agreement 7/16/81 New York Agreement Amendment 8/31/90 Citibank N.A. Subsidiary Amendment 8/7/92 Citibank N.A./Citibank Budapest Agreement 1/24/92 PAGE 2 OF 6 COUNTRY SUBCUSTODIAN DEPOSITORY - ------- ------------ ---------- INDIA CITIBANK N.A., BOMBAY None Citibank N.A., New York Agreement 7/16/81 New York Agreement Amendment 8/31/90 Citibank, Bombay Amendment 11/17/93 INDONESIA CITIBANK N.A., JAKARTA None Citibank N.A., New York Agreement 7/16/81 New York Agreement Amendment 8/31/90 IRELAND ALLIED IRISH BANKS PLC Gilt Settlement Office Allied Irish Banks Agreement 1/10/89 Omnibus Amendment 4/8/94 ISRAEL BANK HAPOALIM B.M. TASE Clearinghouse Ltd. Bank Hapoalim Agreement 8/27/92 ITALY BANCA COMMERCIALE ITALIANA Monte Banca Banca Commerciale Italiana Agreement 5/8/89 D'Italia Titoli Agreement Amendment 10/8/93 Omnibus Amendment 12/14/93 JAPAN THE BANK OF TOKYO, LTD. JASDEC The Bank of Tokyo Agreement 6/2/94 Bank of Japan JAPAN MITSUI TRUST & BANKING CO. LTD. JASDEC Mitsui Trust & Banking Agreement 3/1/89 Bank of Japan KENYA BARCLAYS BANK PLC None Barclays Bank Agreement 10/5/94 KOREA CITIBANK N.A., SEOUL KSD Citibank N.A., New York Agreement 7/16/81 New York Agreement Amendment 8/31/90 Citibank, Seoul Agreement Supplement 10/28/94 MALAYSIA HONGKONG BANK MALAYSIA BERHAD MCD Hongkong & Shanghai Banking Corp. Agt. 4/19/91 Bank Negara Malaysia Omnibus Supplement 12/29/93 Malaysia Subsidiary Supplement 5/23/94 MEXICO CITIBANK MEXICO, S. A. Indeval Citibank N.A., New York Agreement 7/16/81 Banco de Mexico New York Agreement Amendment 8/31/90 Citibank Mexico, S.A. Amendment 2/7/95 PAGE 3 OF 6 COUNTRY SUBCUSTODIAN DEPOSITORY - ------- ------------ ---------- MOROCCO BANQUE MAROCAINE DU COMMERCE EXTERIEUR None BMCE Agreement 7/6/94 NETHERLANDS ABN-AMRO BANK NECIGEF ABN-AMRO Agreement 12/19/88 De Nederlandsche Bank NEW ZEALAND NATIONAL AUSTRALIA BANK LTD. Reserve Bank of New Zealand National Australia Bank Agreement 5/1/85 Agreement Amendment 2/13/92 Omnibus Amendment 11/22/93 New Zealand Addendum 3/7/89 NORWAY CHRISTIANIA BANK VPS Christiania Bank Agreement 3/2/89 PAKISTAN STANDARD CHARTERED BANK, KARACHI None Standard Chartered Bank Agreement 2/18/92 PERU CITIBANK N.A., LIMA CAVAL Citibank N.A., New York Agreement 7/16/81 New York Agreement Amendment 8/31/90 PHILIPPINES CITIBANK N.A., MANILA None Citibank N.A., New York Agreement 7/16/81 New York Agreement Amendment 8/31/90 POLAND CITIBANK (POLAND) S.A. NDS Citibank N.A., New York Agreement 7/16/81 New York Agreement Amendment 8/31/90 Citibank Subsidiary Amendment 8/7/92 Citibank, N.A./Citibank Poland S.A. Agt. 11/6/92 PORTUGAL BANCO ESPIRITO SANTO E COMERCIAL Interbolsa DE LISBOA, S.A. BESCL Agreement 4/26/89 Omnibus Amendment 2/23/94 SINGAPORE HONGKONG & SHANGHAI BANKING CORP. CDP Hongkong & Shanghai Banking Corp. Agt. 4/19/91 Omnibus Supplement 12/29/93 SLOVAKIA CESKOSLOVENSKA OBCHODNI BANKA, A.S. SCP Ceskoslovenska Obchodni Banka Agreement National Bank of Slovakia 10/12/94 PAGE 4 OF 6 COUNTRY SUBCUSTODIAN DEPOSITORY - ------- ------------ ---------- SOUTH AFRICA FIRST NATIONAL BANK OF SOUTHERN AFRICA CD First National Bank of Southern Africa Agt. 8/7/91 FNBSA Depository Amendment Proposed SPAIN BANCO SANTANDER SCLV Banco Santander Agreement 12/14/88 Banco de Espana SRI LANKA HONGKONG & SHANGHAI BANKING CORP. CDS Hongkong & Shanghai Banking Corp. Agt. 4/19/91 Omnibus Supplement 12/29/93 SWAZILAND BARCLAYS BANK PLC None Barclays Bank Agreement 10/5/94 SWEDEN SKANDINAVISKA ENSKILDA BANKEN VPC Skandinaviska Enskilda Banken Agreement 2/20/89 Omnibus Amendment 12/3/93 SWITZERLAND UNION BANK OF SWITZERLAND SEGA Union Bank of Switzerland Agreement 12/20/88 Omnibus Amendment 11/29/94 TAIWAN STANDARD CHARTERED BANK, TAIPEI TSCD Standard Chartered Bank Agreement 2/18/92 THAILAND HONGKONG & SHANGHAI BANKING CORP. SDC Hongkong & Shanghai Banking Corp. Agt. 4/19/91 Omnibus Amendment 12/29/93 TRANSNATIONAL BROWN BROTHERS HARRIMAN & CO. Cedel Euroclear TURKEY CITIBANK N.A., ISTANBUL TVS Citibank N.A., New York Agreement 7/16/81 Central Bank of Turkey New York Agreement Amendment 8/31/90 UNITED KINGDOM MIDLAND BANK PLC CGO Midland Bank Agreement 8/8/90 CMO Omnibus Amendment 12/15/93 URUGUAY CITIBANK N.A., MONTEVIDEO None Citibank N.A., New York Agreement 7/16/81 New York Agreement Amendment 8/31/90 PAGE 5 OF 6 COUNTRY SUBCUSTODIAN DEPOSITORY - ------- ------------ ---------- VENEZUELA CITIBANK N.A., CARACAS None Citibank N.A., New York Agreement 7/16/81 New York Agreement Amendment 8/31/90 ZAMBIA BARCLAYS BANK PLC None Barclays Bank Agreement 10/5/94 ZIMBABWE BARCLAYS BANK PLC None Barclays Bank Agreement 10/5/94
I HEREBY CERTIFY THAT AT ITS MEETING ON ___________________________ THE BOARD APPROVED THE COUNTRIES, SUBCUSTODIANS, AGREEMENTS, AND CENTRAL DEPOSITORIES LISTED ON THIS APPENDIX. /s/ Paul P. Stamler 5/16/95 - ---------------------------------- ------------------------------- (SIGNATURE) (DATE) S.U.P. - ---------------------------------- (TITLE) PAGE 6 OF 6 BROWN BROTHERS HARRIMAN & CO. - GLOBAL CUSTODY NETWORK THE EMERGING MARKETS TELECOMMUNICATIONS FUND, INC. APPENDIX A
COUNTRY SUBCUSTODIAN DEPOSITORY - ------- ------------ ---------- ARGENTINA CITIBANK N.A., BUENOS AIRES Caja de Valores Citibank, N.A., New York Agt. 7/16/81 New York Agreement Amendment 8/31/90 AUSTRALIA NATIONAL AUSTRALIA BANK LTD Austraclear Ltd. National Australia Bank Agt. 5/1/85 Reserve Bank of Australia Agreement Amendment 2/13/92 Omnibus Amendment 11/22/93 AUSTRIA CREDITANSTALT BANKVEREIN OEKB Creditanstalt Bankverein Agreement 12/18/89 Omnibus Amendment 1/17/94 BANGLADESH STANDARD CHARTERED BANK, DHAKA None Standard Chartered Bank Agreement 2/18/92 BELGIUM BANQUE BRUXELLES LANBERT CIK Banque Bruxelles Lambert Agt. 11/15/90 Banque Nationale de Belgique Omnibus Amendment 3/1/94 BOTSWANA BARCLAYS BANK PLC None Barclays Bank Agreement 10/5/94 BRAZIL THE FIRST NATIONAL BANK OF BOSTON, SAO BOVESPA PAULO CLC First National Bank of Boston Agreement 1/5/88 Omnibus Amendment 2/22/94 CANADA CANADIAN IMPERIAL BANK OF COMMERCE CDS Canadian Imperial Bank of Commerce Agreement 9/9/88 Omnibus Amendment 12/1/93 CHILE CITIBANK N.A., SANTIAGO Bolso Deposito Centralidado Citibank N.A., New York Agreement 7/16/81 de Valores de Chile New York Agreement Amendment 8/31/90 (to be established in 1995) CHINA STANDARD CHARTERED BANK, SHANGHAI SSCCRC Standard Chartered Bank Agreement 2/18/92 CHINA STANDARD CHARTERED BANK, SHENZHEN SSRC Standard Chartered Bank Agreement 2/18/92 PAGE 1 OF 6 COUNTRY SUBCUSTODIAN DEPOSITORY - ------- ------------ ---------- COLOMBIA CITITRUST COLOMBIA S.A. SOCIEDAD None FIDUCIARIA Citibank N.A., New York Agreement 7/16/81 New York Agreement Amendment 8/31/90 Citibank N.A. Subsidiary Amendment 8/7/92 Citibank N.A./Cititrust Colombia Agreement 12/2/91 CZECH REPUBLIC CESKOSLOVENSKA OBCHODNI BANKA, A.S. SCP Ceskoslovenska Obchodni Banka Agreement Czech National Bank 2/28/94 DENMARK DEN DANSKE BANK VP Den Danske Bank Agreement 1/1/89 Omnibus Amendment 12/1/93 FINLAND UNION BANK OF FINLAND CSR Union Bank of Finland Agreement 2/27/89 HMMC Omnibus Amendment 4/6/94 FRANCE BANQUE INDOSUEZ SICOVAM Banque Indosuez Agreement 7/19/90 Banque de France Omnibus Amendment 3/10/94 GERMANY BERLINER HANDELS UND FRANKFURTER BANK Kassenverein Berliner Handels und Frankfurter Bank Agt. 6/28/90 GHANA BARCLAYS BANK PLC None Barclays Bank Agreement 10/5/94 GREECE CITIBANK N.A., ATHENS Apothetirion Titlon A.E. Citibank N.A., New York Agreement 7/16/81 New York Agreement Amendment 8/31/90 HONG KONG HONGKONG & SHANGHAI BANKING CORP.. HKSCC Hongkong & Shanghai Banking Corp. Agt. 4/19/91 Omnibus Supplement 12/29/93 HUNGARY CITIBANK BUDAPEST RT. KELER Ltd. Citibank N.A., New York Agreement 7/16/81 New York Agreement Amendment 8/31/90 Citibank N.A. Subsidiary Amendment 8/7/92 Citibank N.A./Citibank Budapest Agreement 1/24/92 PAGE 2 OF 6 COUNTRY SUBCUSTODIAN DEPOSITORY - ------- ------------ ---------- INDIA CITIBANK N.A., BOMBAY None Citibank N.A., New York Agreement 7/16/81 New York Agreement Amendment 8/31/90 Citibank, Bombay Amendment 11/17/93 INDONESIA CITIBANK N.A., JAKARTA None Citibank N.A., New York Agreement 7/16/81 New York Agreement Amendment 8/31/90 IRELAND ALLIED IRISH BANKS PLC Gilt Settlement Office Allied Irish Banks Agreement 1/10/89 Omnibus Amendment 4/8/94 ISRAEL BANK HAPOALIM B.M. TASE Clearinghouse Ltd. Bank Hapoalim Agreement 8/27/92 ITALY BANCA COMMERCIALE ITALIANA Monte Titoli Banca Commerciale Italiana Agreement 5/8/89 Banca D'Italia Agreement Amendment 10/8/93 Omnibus Amendment 12/14/93 JAPAN THE BANK OF TOKYO, LTD. JASDEC The Bank of Tokyo Agreement 6/2/94 Bank of Japan JAPAN MITSUI TRUST & BANKING CO. LTD. JASDEC Mitsui Trust & Banking Agreement 3/1/89 Bank of Japan KENYA BARCLAYS BANK PLC None Barclays Bank Agreement 10/5/94 KOREA CITIBANK N.A., SEOUL KSD Citibank N.A., New York Agreement 7/16/81 New York Agreement Amendment 8/31/90 Citibank, Seoul Agreement Supplement 10/28/94 MALAYSIA HONGKONG BANK MALAYSIA BERHAD MCD Hongkong & Shanghai Banking Corp. Agt. 4/19/91 Bank Negara Malaysia Omnibus Supplement 12/29/93 Malaysia Subsidiary Supplement 5/23/94 MEXICO CITIBANK MEXICO, S.A. Indeval Citibank N.A., New York Agreement 7/16/81 Banco de Mexico New York Agreement Amendment 8/31/90 Citibank Mexico, S.A. Amendment 2/7/95 PAGE 3 OF 6 COUNTRY SUBCUSTODIAN DEPOSITORY - ------- ------------ ---------- MOROCCO BANQUE MAROCAINE DU COMMERCE EXTERIEUR None BMCE Agreement 7/6/94 NETHERLANDS ABN-AMRO BANK NECIGEF ABN-AMRO Agreement 12/19/88 De Nederlandsche Bank NEW ZEALAND NATIONAL AUSTRALIA BANK LTD. Reserve Bank of New Zealand National Australia Bank Agreement 5/1/85 Agreement Amendment 2/13/92 Omnibus Amendment 11/22/93 New Zealand Addendum 3/7/89 NORWAY CHRISTIANIA BANK VPS Christiania Bank Agreement 3/2/89 PAKISTAN STANDARD CHARTERED BANK, KARACHI None Standard Chartered Bank Agreement 2/18/92 PERU CITIBANK N.A., LIMA CAVAL Citibank N.A., New York Agreement 7/16/81 New York Agreement Amendment 8/31/90 PHILIPPINES CITIBANK N.A., MANILA None Citibank N.A., New York Agreement 7/16/81 New York Agreement Amendment 8/31/90 POLAND CITIBANK (POLAND) S.A. NDS Citibank N.A., New York Agreement 7/16/81 New York Agreement Amendment 8/31/90 Citibank Subsidiary Amendment 8/7/92 Citibank, N.A./Citibank Poland S.A. Agt. 11/6/92 PORTUGAL BANCO ESPIRITO SANTO E COMERCIAL Interbolsa DE LISBOA, S.A. BESCL Agreement 4/26/89 Omnibus Amendment 2/23/94 SINGAPORE HONGKONG & SHANGHAI BANKING CORP. CDP Hongkong & Shanghai Banking Corp. Agt. 4/19/91 Omnibus Supplement 12/29/93 SLOVAKIA CESKOSLOVENSKA OBCHODNI BANKA, A.S. SCP Ceskoslovenska Obchodni Banka Agreement National Bank of Slovakia 10/12/94 PAGE 4 OF 6 COUNTRY SUBCUSTODIAN DEPOSITORY - ------- ------------ ---------- SOUTH AFRICA FIRST NATIONAL BANK OF SOUTHERN AFRICA CD First National Bank of Southern Africa Agt. 8/7/91 FNBSA Depository Amendment Proposed SPAIN BANCO SANTANDER SCLV Banco Santander Agreement 12/14/88 Banco de Espana SRI LANKA HONGKONG & SHANGHAI BANKING CORP. CDS Hongkong & Shanghai Banking Corp. Agt. 4/19/91 Omnibus Supplement 12/29/93 SWAZILAND BARCLAYS BANK PLC None Barclays Bank Agreement 10/5/94 SWEDEN SKANDINAVISKA ENSKILDA BANKEN VPC Skandinaviska Enskilda Banken Agreement 2/20/89 Omnibus Amendment 12/3/93 SWITZERLAND UNION BANK OF SWITZERLAND SEGA Union Bank of Switzerland Agreement 12/20/88 Omnibus Amendment 11/29/94 TAIWAN STANDARD CHARTERED BANK, TAIPEI TSCD Standard Chartered Bank Agreement 2/18/92 THAILAND HONGKONG & SHANGHAI BANKING CORP. SDC Hongkong & Shanghai Banking Corp. Agt. 4/19/91 Omnibus Amendment 12/29/93 TRANSNATIONAL BROWN BROTHERS HARRIMAN & CO. Cedel Euroclear TURKEY CITIBANK N.A., ISTANBUL TVS Citibank N.A., New York Agreement 7/16/81 Central Bank of Turkey New York Agreement Amendment 8/31/90 UNITED KINGDOM MIDLAND BANK PLC CGO Midland Bank Agreement 8/8/90 CM0 Omnibus Amendment 12/15/93 URUGUAY CITIBANK N.A., MONTEVIDEO None Citibank N.A., New York Agreement 7/16/81 New York Agreement Amendment 8/31/90 PAGE 5 OF 6 COUNTRY SUBCUSTODIAN DEPOSITORY - ------- ------------ ---------- VENEZUELA CITIBANK N.A., CARACAS None Citibank N.A., New York Agreement 7/16/81 New York Agreement Amendment 8/31/90 ZAMBIA BARCLAYS BANK PLC None Barclays Bank Agreement 10/5/94 ZIMBABWE BARCLAYS BANK PLC None Barclays Bank Agreement 10/5/94
I HEREBY CERTIFY THAT AT ITS MEETING ON _____________________________ THE BOARD APPROVED THE COUNTRIES, SUBCUSTODIANS, AGREEMENTS, AND CENTRAL DEPOSITORIES LISTED ON THIS APPENDIX. - ------------------------------- --------------------------- (SIGNATURE) (DATE) - ------------------------------- (TITLE) PAGE 6 OF 6 BROWN BROTHERS HARRIMAN & CO. - GLOBAL CUSTODY NETWORK THE INDONESIA FUND, INC. APPENDIX A
COUNTRY SUBCUSTODIAN DEPOSITORY - ------- ------------ ---------- CHINA STANDARD CHARTERED BANK, SHANGHAI SSCCRC Standard Chartered Bank Agreement 2/18/92 CHINA STANDARD CHARTERED BANK, SHENZHEN SSRC Standard Chartered Bank Agreement 2/18/92 HONG KONG HONGKONG & SHANGHAI BANKING CORP. HKSCC Hongkong & Shanghai Banking Corp. Agt. 4/19/91 Omnibus Supplement 12/29/93 INDIA CITIBANK N.A., BOMBAY None Citibank N.A., New York Agreement 7/16/81 New York Agreement Amendment 8/31/90 Citibank, Bombay Amendment 11/17/93 INDONESIA CITIBANK N.A., JAKARTA None Citibank N.A., New York Agreement 7/16/81 New York Agreement Amendment 8/31/90 KOREA CITIBANK N.A., SEOUL KSD Citibank N.A., New York Agreement 7/16/81 New York Agreement Amendment 8/31/90 Citibank, Seoul Agreement Supplement 10/28/94 MALAYSIA HONGKONG BANK MALAYSIA BERHAD MCD Hongkong & Shanghai Banking Corp. Agt. 4/19/91 Bank Negara Malaysia Omnibus Supplement 12/29/93 Malaysia Subsidiary Supplement 5/23/94 PAKISTAN STANDARD CHARTERED BANY, KARACHI None Standard Chartered Bank Agreement 2/18/92 PHILIPPINES CITIBANK N.A., MANILA None Citibank N.A., New York Agreement 7/16/81 New York Agreement Amendment 8/31/90 SINGAPORE HONGKONG & SHANGHAI BANKING CORP. CDP Hongkong & Shanghai Banking Corp. Agt. 4/19/91 Omnibus Supplement 12/29/93 SRI LANKA HONGKONG & SHANGHAI BANKING CORP. CDS Hongkong & Shanghai Banking Corp. Agt. 4/19/91 Omnibus Supplement 12/29/93 PAGE 1 OF 2 COUNTRY SUBCUSTODIAN DEPOSITORY - ------- ------------ ---------- THAILAND HONGKONG & SHANGHAI BANKING CORP. SDC Hongkong & Shanghai Banking Corp. Agt. 4/19/91 Omnibus Amendment 12/29/93 TRANSNATIONAL BROWN BROTHERS HARRIMAN & CO. Cedel Euroclear TURKEY CITIBANK N.A., ISTANBUL TVS Citibank N.A., New York Agreement 7/16/81 Central Bank of Turkey New York Agreement Amendment 8/31/90
I HEREBY CERTIFY THAT AT ITS MEETING ON _____________________________ THE BOARD APPROVED THE COUNTRIES, SUBCUSTODIANS, AGREEMENTS, AND CENTRAL DEPOSITORIES LISTED ON THIS APPENDIX. - --------------------------------- --------------------------- (SIGNATURE) (DATE) - --------------------------------- (TITLE) PAGE 1 OF 2 BROWN BROTHERS HARRIMAN & CO. - GLOBAL CUSTODY NETWORK THE LATIN AMERICA EQUITY FUND, INC. APPENDIX A
COUNTRY SUBCUSTODIAN DEPOSITORY - ------- ------------ ---------- ARGENTINA CITIBANK N.A., BUENOS AIRES Caja de Valores Citibank, N.A., New York Agt. 7/16/81 New York Agreement Amendment 8/31/90 BRAZIL THE FIRST NATIONAL BANK OF BOSTON, SAO BOVESPA PAULO CLC First National Bank of Boston Agreement 1/5/88 Omnibus Amendment 2/22/94 CHILE CITIBANK N.A., SANTIAGO Bolso Deposito Centralidado Citibank N.A., New York Agreement 7/16/81 de Valores de Chile New York Agreement Amendment 8/31/90 (to be established in 1995) COLOMBIA CITITRUST COLOMBIA S.A. SOCIEDAD None FIDUCIARIA Citibank N.A., New York Agreement 7/16/81 New York Agreement Amendment 8/31/90 Citibank N.A. Subsidiary Amendment 8/7/92 Citibank N.A./Cititrust Colombia Agreement 12/2/91 MEXICO CITIBANK MEXICO, S.A. Indeval Citibank N.A., New York Agreement 7/16/81 Banco de Mexico New York Agreement Amendment 8/31/90 Citibank Mexico, S.A. Amendment 2/7/95 PERU CITIBANK N.A., LIMA CAVAL Citibank N.A., New York Agreement 7/16/81 New York Agreement Amendment 8/31/90 TRANSNATIONAL BROWN BROTHERS HARRIMAN & CO. Cedel Euroclear UNITED KINGDOM MIDLAND BANK PLC CGO Midland Bank Agreement 8/8/90 CMO Omnibus Agreement 12/15/93 URUGUAY CITIBANK N.A., MONTEVIDEO None Citibank N.A., New York Agreement 7/16/81 New York Agreement Amendment 8/31/90 VENEZUELA CITIBANK N.A., CARACAS None Citibank N.A., New York Agreement 7/16/81 New York Agreement Amendment 8/31/90
PAGE 1 OF 2 I HEREBY CERTIFY THAT AT ITS MEETING ON ___________________________ THE BOARD APPROVED THE COUNTRIES, SUBCUSTODIANS, AGREEMENTS, AND CENTRAL DEPOSITORIES LISTED ON THIS APPENDIX. - --------------------------------- --------------------------- (SIGNATURE) (DATE) - --------------------------------- (TITLE) PAGE 2 OF 2 BROWN BROTHERS HARRIMAN & CO. - GLOBAL CUSTODY NETWORK THE LATIN AMERICA INVESTMENT FUND, INC. APPENDIX A
COUNTRY SUBCUSTODIAN DEPOSITORY - ------- ------------ ---------- ARGENTINA CITIBANK N.A., BUENOS AIRES Caja de Valores Citibank, N.A., New York Agt. 7/16/81 New York Agreement Amendment 8/31/90 BRAZIL THE FIRST NATIONAL BANK OF BOSTON, SAO BOVESPA PAULO CLC First National Bank of Boston Agreement 1/5/88 Omnibus Amendment 2/22/94 CHILE CITIBANK N.A., SANTIAGO Bolso Deposito Centralidado Citibank N.A., New York Agreement 7/16/81 de Valores de Chile New York Agreement Amendment 8/31/90 (to be established in 1995) COLOMBIA CITITRUST COLOMBIA S.A. SOCIEDAD None FIDUCIARIA Citibank N.A., New York Agreement 7/16/81 New York Agreement Amendment 8/31/90 Citibank N.A. Subsidiary Amendment 8/7/92 Citibank N.A./Cititrust Colombia Agreement 12/2/91 MEXICO CITIBANK MEXICO, S.A. Indeval Citibank N.A., New York Agreement 7/16/81 Banco de Mexico New York Agreement Amendment 8/31/90 Citibank Mexico, S.A. Amendment 2/7/95 PERU CITIBANK N.A., LIMA CAVAL Citibank N.A., New York Agreement 7/16/81 New York Agreement Amendment 8/31/90 TRANSNATIONAL BROWN BROTHERS HARRIMAN & CO. Cedel Euroclear UNITED KINGDOM MIDLAND BANK PLC CGO Midland Bank Agreement 8/8/90 CMO Omnibus Amendment 12/15/93 URUGUAY CITIBANK N.A., MONTEVIDEO None Citibank N.A., New York Agreement 7/16/81 New York Agreement Amendment 8/31/90 VENEZUELA CITIBANK N.A., CARACAS None Citibank N.A., New York Agreement 7/16/81 New York Agreement Amendment 8/31/90
PAGE 1 OF 2 I HEREBY CERTIFY THAT AT ITS MEETING ON ___________________________ THE BOARD APPROVED THE COUNTRIES, SUBCUSTODIANS, AGREEMENTS, AND CENTRAL DEPOSITORIES LISTED ON THIS APPENDIX. - ------------------------------- ------------------------------ (SIGNATURE) (DATE) - ------------------------------- (TITLE) PAGE 2 OF 2 APPENDIX B EACH OF THE INVESTMENT COMPANIES LISTED ON APPENDIX C HERETO THE FOLLOWING AUTHORIZED SOURCES ARE TO BE USED FOR PRICING AND FOREIGN EXCHANGE QUOTATIONS, CORPORATE ACTIONS, DIVIDENDS AND RIGHTS OFFERINGS: AUTHORIZED SOURCES ------------------ QUOTRON REUTERS INTERACTIVE DATA CORPORATION VALORINFORM (GENEVA) TELEKURS SUBSCRIPTION BANKS FUND MANAGERS EXTEL (LONDON) REPUTABLE FOREIGN BROKERS APPROVED: --------------------------------- DATE APPENDIX "C" TO CUSTODIAN AGREEMENT BETWEEN EACH OF THE FUNDS LISTED BELOW and BROWN BROTHERS HARRIMAN & CO. Dated as of June 14, 1995 The following is a list of Funds for which the Custodian shall serve under a Custodian Agreement dated as of June 14, 1995 (the "Agreement"): The Brazilian Equity Fund, Inc. The Chile Fund, Inc. The Emerging Markets Infrastructure Fund, Inc. The Emerging Markets Telecommunications Fund, Inc. The First Israel Fund, Inc. The Indonesia Fund, Inc, The Latin America Equity Fund, Inc. The Latin America Investment Fund, Inc. The Portugal Fund, Inc. IN WITNESS WHEREOF, each of the parties hereto has caused this Appendix to be executed in its name and on behalf of each such Fund. BEA ASSOCIATES BROWN BROTHERS HARRIMAN & CO. By: By: --------------------------- --------------------------- Name: Name: Title: Title: EX-99.13(A) 8 a2026585zex-99_13a.txt EXHIBIT 99.13(A) EXHIBIT 13(a) AGREEMENT FOR STOCK TRANSFER SERVICES between THE INDONESIA FUND, INC. and THE FIRST NATIONAL BANK OF BOSTON AGREEMENT FOR STOCK TRANSFER SERVICES between THE INDONESIA FUND, INC. and THE FIRST NATIONAL BANK OF BOSTON This Agreement is made as of September 1, 1995 by and between The Indonesia Fund, Inc., a Maryland corporation (the "Fund") and The First National Bank of Boston, a national banking association with its head offices at 100 Federal Street, Boston, Massachusetts, 02110 ("Bank of Boston"). This Agreement sets forth the terms and conditions under which Bank of Boston will serve as Sole Transfer Agent and Registrar for the Fund. 1. APPOINTMENT. The Fund hereby appoints Bank of Boston to provide transfer agency and registrar services in accordance with the terms set forth in this Agreement. Bank of Boston accepts such appointment and agrees to furnish such services in accordance with the terms as set forth herein. 2. COMPLIANCE WITH GOVERNMENT RULES AND REGULATIONS. Bank of Boston undertakes to comply with all applicable requirements of the Securities Act of 1933, as amended, the Investment Company Act of 1940, as amended, and any laws, rules and regulations of governmental authorities having jurisdiction with respect to all duties to be performed by Bank of Boston hereunder. Except as specifically set forth herein, Bank of Boston assumes no responsibility for such compliance by the Fund. 3. INSTRUCTIONS. Bank of Boston shall with respect to items 11 and 36 contained in Section 5 herein, act only upon oral or written instructions received from any officer of the Fund or any person set forth in Schedule I hereto. Schedule I may be amended from time to time by the Fund by providing to Bank of Boston with such amended Schedule, together with a certificate, signed by two officers of the Fund, certifying that such amended Schedule shall supersede and replace the Schedule then in effect. 4. FEE FOR STANDARD SERVICES. For the standard services set forth in Section 5 hereto, the Fund will be charged an annual fee of $18,000, payable in equal monthly installments, as billed. 5. DESCRIPTION OF STANDARD SERVICES. Bank of Boston agrees to provide the following services to the Fund. THE FUND Page 2 ACCOUNT MAINTENANCE: 1. Administrative services as Transfer Agent 2. Administrative services as Registrar 3. Maintaining shareholder accounts, including processing of new accounts 4. Posting and acknowledging address changes and processing other routine file maintenance adjustments 5. Posting all transactions, including debit and credit certificates to the stockholder file 6. Researching and responding to all stockholder inquiries, including mailing prospectuses, semi-annual and annual reports 7. Remote inquiry access to Masterfile via PC or terminal with telecommunications software 8. Confirmations of purchases and sales of shares of the Fund 9. Maintaining shareholder mailing database 10. Prepare and mail account statements to shareholders CERTIFICATE ISSUANCE: 11. Certificate issuance, cancellation and registration 12. Daily Transfer Reports 13. Processing window items, mail items and all legal transfers 14. Combining certificates into large denominations 15. Processing Indemnity Bonds and replacing lost certificates 16. Maintaining stop-transfers, including the placing and removing of same MAILING, REPORTING AND MISCELLANEOUS SERVICES: 17. Addressing and enclosing Semi-Annual Reports, two (2) per annum for registered shareholders 18. Preparing a full Statistical Report to reflect shareholder base by geographic residence code, class code, and share group, one (1) per annum 19. Preparing a full stockholder list, one (1) per annum (in addition to the list provided under item 22) THE FUND Page 3 20. Coding "multiple" accounts at a single household to suppress mailing of reports to same 21. Providing Bank of Boston's toll free number for Shareholder Services ANNUAL MEETING SERVICES: 22. Preparing a full stockholder list as of the Annual Meeting Record Date 23. Administrative coordination in connection with Proxy Material Distribution 24. Addressing proxy cards 25. Enclosing proxy card along with notice and statement, return envelope and Annual Report via Bipak envelope 26. Receiving, opening and examining returned proxies 27. Writing in connection with unsigned or improperly executed proxies 28. Providing summary reports on status of tabulation on a daily basis 29. Responding to inquiries as to whether specific accounts have yet voted 30. Tabulating returned proxies 31. Preparing a final Annual Meeting List reflecting how each account has voted on each proposal 32. Attending Annual Meeting as Inspector of Election 33. Interfacing with outside proxy solicitor ABANDONED PROPERTY REPORTING SERVICES: 34. Preparing Abandoned Property Reports, one (1) per annum to all 50 states 35. Preparing a set of labels, one (1) per annum to perform "Due Diligence" mailing DIVIDEND SERVICES: As Dividend Disbursing Agent and Paying Agent, Bank of Boston will perform the dividend related services indicated below, pursuant to the following terms and conditions: - Checks to be drawn on The First National Bank of Boston and funds immediately available in-house on mailing date. - All funds must be received by 1:00 P.M., EASTERN TIME via Federal Funds Wire or Bank of Boston Demand Deposit Account debit. THE FUND Page 4 - Dividend checks will be released upon receipt of funding. 36. Preparing and mailing dividends (check includes address change feature) with an additional enclosure with each dividend check 37. Preparing a hardcopy dividend list as of each dividend record date 38. Preparing and filing Federal Information Returns (Form 1099) of dividends paid in a year and mailing a statement to each stockholder 39. Preparing and filing State Information Returns of dividends paid in a year to stockholders resident within such state 40. Preparing and filing annual withholding return (Form 1042) and payments to the government of income taxes withheld from Non-Resident Aliens 41. Replacing lost dividend checks 42. Providing photocopies of cancelled checks when requested 43. Reconciling paid and outstanding checks 44. Coding "undeliverable" accounts to suppress mailing dividend checks to same 45. Processing and recordkeeping of accumulated uncashed dividends 46. Furnishing requested dividend information to stockholders 47. Performing the following duties as required by the Interest and Dividend Tax Compliance Act of 1983: - Withholding tax from shareholder accounts not in compliance with the provisions of the Act - Reconciling and reporting taxes withheld, including additional 1099 reporting requirements, to the Internal Revenue Service - Responding to shareholder inquiries regarding the Regulations - Mailing to new accounts who have had taxes withheld, to inform them of procedures to be followed to curtail subsequent back-up withholding - Annual mailing to pre-1984 accounts which have not yet been certified - Performing shareholder file adjustments to reflect certification of accounts 48. Automated Clearing House crediting of dividends THE FUND Page 5 DIVIDEND REINVESTMENT SERVICES: As Administrator of your Dividend Reinvestment Plan ("DRP"), Bank of Boston will perform the following DRP related services: 49. Reinvestment and/or cash investment transactions of Dividend Reinvestment Plan participant accounts including the issuances (subject to prior Fund approval as set forth in the DRP) or purchase of shares in connection with the DRP 50. Preparing and mailing a dividend reinvestment detailed statement with an additional enclosure to each Dividend Reinvestment Plan participant 51. Preparing and mailing a cash investment detailed statement with an additional enclosure to each Dividend Reinvestment participant 52. Maintaining DRP accounts and establishing new participant accounts 53. Processing termination requests 54. Processing withdrawal requests 55. Supplying summary reports for each reinvestment/investment to the Fund 56. Certificate depository 57. Handling shareholder inquiries concerning the Plan 58. Preparing and mailing Form 1099 to participants and related filings with the IRS 6. CONVERSION OF RECORDS. Bank of Boston agrees to convert shareholder records as provided on the stockholder masterfile tape. Manual conversion of records and subsequent conversion of additional information including, but not limited to, uncashed or returned dividend check information or certificate detail not included on tape will be priced by appraisal as set forth in Section 7. 7. ADDITIONAL SERVICES AND EXPENSES. (a) Items not included in Section 5 hereof as "Standard Services" such as payment of a stock dividend or split, or services associated with a special project are to be billed separately, on an appraisal basis. (b) Services required by legislation or regulatory fiat which become effective after the date of this Agreement shall not be a part of the Standard Services and shall be billed by appraisal. (c) All out-of-pocket expenses such as telephone USAGE charges associated with toll free telephone calls, overprinting of proxy cards, postage, insurance, stationery, facsimile charges, cost of disposal of excess material, etc. will be billed as incurred. Expenses THE FUND Page 6 related to the attendance of a Bank of Boston representative to act as Inspector of Election will be billed as incurred. (d) Good funds to cover postage expenses in excess of $5,000 for shareholder mailings must be received by Bank of Boston by 1:00 p.m., Eastern Time on the scheduled mailing date. Postage expenses less than $5,000 will be billed as incurred. (e) Overtime charges will be assessed in the event of late delivery of material for mailings to shareholders unless the mail date is rescheduled. Such material includes, but is not limited to: proxy statements, annual and quarterly reports, dividend enclosures and news releases. Receipt of material for mailing to shareholders by Bank of Boston's Mail Unit must be in accordance with Shareholder Services' Schedule of Required Material Delivery Time Frames attached hereto as Schedule II. (f) ALL SERVICES NOT SPECIFICALLY COVERED UNDER THIS AGREEMENT WILL BE BILLED IN ACCORDANCE WITH BANK OF BOSTON'S PUBLISHED SCHEDULE OF FEES, OR BY APPRAISAL, AS APPLICABLE. 8. BILLING DEFINITION OF ACCOUNT MAINTENANCE. For billing purposes, number of accounts will be based on open accounts on file at beginning of each billing period, plus any new accounts added during that period. 9. TERMINATION. This Agreement is terminable without penalty by thirty (30) days written notice by either party. 10. PAYMENT FOR SERVICES. It is agreed that invoices will be rendered and payable on a monthly basis. Each billing period will, therefore, be of one (1) month duration. 11. CONFIDENTIALITY. (a) The information contained in this Agreement is confidential and proprietary in nature. By receiving this Agreement, the Fund agrees that none of its directors, officers, employees, or agents without the prior written consent of Bank of Boston, will divulge, furnish or make accessible to any third party, except as permitted by the next sentence, any part of this Agreement or information in connection therewith which has been or may be made available to it. In this connection, the Fund agrees that it will limit access to the Agreement and such information to only those officers or employees with responsibilities for analyzing the Agreement and to its counsel and such independent consultants hired expressly for the purpose of assisting in such analysis. In addition, the Fund agrees that any persons to whom such information is properly disclosed shall be informed of the confidential nature of the Agreement and the information relating thereto, and shall be directed to treat the same appropriately. (b) Bank of Boston agrees to keep confidential all records of the Fund and information relating to the Fund and its shareholders that it may have obtained pursuant to the performance of its obligations hereunder. Bank of Boston further agrees that it will not disclose any such information without the prior written consent of the Fund. THE FUND Page 7 (c) The agreement regarding confidentiality set forth in paragraphs (a) and (b) above shall be subject to the proviso that if the information described in such paragraphs is required by law or judicial process to be disclosed, the Fund or Bank of Boston, as the case may be, shall promptly give notice to the other party of such requirement and shall disclose only such information as is legally required and shall consult with the other party as to the advisability of taking legally available steps to resist or narrow such disclosure. 12. ASSIGNABILITY. The Bank may, without further consent on the part of the Company, subcontract for the performance hereof with any entity with which the Bank is affiliated, which entity is duly registered as a transfer agent pursuant to Section 17A (c) (1) of the Securities Exchange Act of 1934 provided however, that the Bank shall be as fully responsible to the Company for the acts and omissions of any subcontractor as it is for its own acts and omissions. 13. RECORDS. The books and records pertaining to the Fund, which are in the possession of Bank of Boston, shall be the property of the Fund. The Fund shall have access to such books and records at all times during Bank of Boston's normal business hours. Upon the reasonable request of the Fund and at the Fund's expense, copies of any such books and records shall be provided by Bank of Boston to the Fund. 14. COOPERATION WITH ACCOUNTANTS AND OTHER SERVICE PROVIDERS. Bank of Boston shall cooperate with the Fund's independent accountants and administrator. Bank of Boston shall provide to the accountants such information as may be necessary for the accountants to render their opinion as required by the Fund. 15. STANDARD OF CARE. Bank of Boston shall be obligated to exercise due care and diligence in the performance of its duties hereunder and hereby agrees to act in good faith and to use its best efforts when providing the standard services set forth in Section 5 herein or for any additional services contemplated under Section 7 of this Agreement. 16. NOTICES. Any notice or other communication required to be given pursuant to this Agreement shall be deemed duly given if delivered or mailed by registered mail, postage prepaid, (1) to Bank of Boston at P.O. Box 1865, M/S 45-02-62, Attention: Client Administration or (2) to the Fund c/o BEA Associates at 153 East 53rd Street, New York, New York 10022, Attention: Paul P. Stamler, Senior Vice President. 17. AMENDMENTS. This Agreement may be amended only by written consent of the parties hereto. 18. COUNTERPARTS. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 19. HEADINGS. The headings in this Agreement are included for convenience of reference only and do not constitute a part of this Agreement. THE FUND Page 8 20. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without reference to the choice of law principles thereof. 21. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes any prior negotiations, commitments, understandings or agreements, both written and oral, between the parties and any of them with respect to the subject matter hereof. In witness whereof, the parties hereto have caused this Agreement to be executed by their respective officers, hereunto duly agreed and authorized, as of the effective date of this Agreement. THE FIRST NATIONAL BANK OF BOSTON THE FUND By:/s/ Gordon C. Stevenson By:/s/ Rachel Manney -------------------------------- --------------------------------- Name: Gordon C. Stevenson Name: Rachel Manney Title: Administration Manager Title: V.P. & Treasurer ----------------------------- ------------------------------ Date: August 29, 1995 Date: September 12, 1995 ------------------------------ -------------------------------- EX-99.13(B) 9 a2026585zex-99_13b.txt EXHIBIT 99.13(B) EXHIBIT 13(b) ADMINISTRATIVE SERVICES AGREEMENT --------------------------------- THIS AGREEMENT is made as of April 30, 1992, by and between THE INDONESIA FUND, INC., a Maryland corporation (the "Fund"), and BEA Associates, a general partnership organized under the laws of the State of New York. W I T N E S S E T H: WHEREAS, the Fund is registered as a closed-end, non-diversified management investment company under the Investment Company Act of 1940, as amended (the "1940 Act"); and WHEREAS, the Fund wishes to retain BEA Associates to provide certain administrative and shareholder services, and BEA Associates is willing to furnish such services; NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, it is agreed between the parties hereto as follows: 1. Appointment. The Fund hereby appoints BEA Associates to provide certain administrative and shareholder services to the Fund for the period and on the terms set forth in this Agreement. BEA Associates accepts such appointment and agrees to furnish the services herein set forth in return for the compensation as provided in Paragraph 6 of this Agreement. BEA Associates agrees to comply with all relevant provisions of the 1940 Act and applicable rules and regulations thereunder. 2. Services on a Continuing Basis. Subject to the supervision and direction of the Board of Directors of the Fund, BEA Associates undertakes to perform the following administrative and shareholder services: (a) Responding to shareholder inquiries; providing shareholders, upon their request, with information relating to the shareholders' holdings, the amount and timing of the payment of dividends, the availability of shareholder reports and other matters; acting as liaison between the shareholders and the Fund; and providing stationery and office supplies in connection with the foregoing; (b) Furnishing data processing services, clerical services, and certain internal executive and administrative services; and providing stationery and office supplies in connection with the foregoing; (c) Furnishing corporate secretarial services, including assisting in the preparation of materials for Board of Directors meetings; distributing those materials; and preparing minutes of meetings of the Fund's Board of Directors and any Committees thereof and of the Fund's shareholders; (d) Coordinating the preparation of reports to the Fund's shareholders of record and the Securities and Exchange Commission (the "SEC") including, but not limited to, proxy statements; annual, semi-annual and quarterly reports to Shareholders; annual and semi-annual reports on Form N-SAR; and post-effective amendments to the Fund's Registration Statement on Form N-2 (the "Registration Statement"); (e) Preparing and filing any reports or other documents that may be required by state Blue Sky authorities; (f) Assisting in the preparation of the Fund's tax returns; (g) Assisting in monitoring and developing compliance procedures for the Fund which will include, among other matters, procedures for monitoring compliance with the Fund's investment objective, policies, restrictions, tax matters and applicable laws and regulations; and 2 (h) Acting as liaison between the Fund and the Fund's independent public accountants, counsel, custodian or custodians, administrator and transfer and dividend-paying agent and registrar, and taking all reasonable action in the performance of its obligations under this Agreement to assure that all necessary information is made available to each of them. In performing all services under this Agreement, BEA Associates shall act in conformity with applicable law, the Fund's Articles of Incorporation and By-Laws, and all amendments thereto, and the investment objective, investment policies and other practices and policies set forth in the Fund's Registration Statement, as such Registration Statement and practices and policies may be amended from time to time. 3. Books and Records. In connection with the services provided under this Agreement, BEA Associates shall maintain books and records of the Fund's reports or filings with its shareholders, the SEC and taxation authorities, and other required reports and documents prepared, filed or distributed on behalf of the Fund. The books and records pertaining to the Fund that are in the possession of BEA Associates shall be the property of the Fund. Such books and records shall be prepared and maintained as required by the 1940 Act and other applicable securities laws and rules and regulations. The Fund, or the Fund's authorized representatives, shall have access to such books and records at all times during BEA Associates' normal business hours. Upon the reasonable request of the Fund, copies of any such books and records shall be provided by BEA Associates to the Fund or the Fund's authorized representative at the Fund's expense. 4. Confidentiality. BEA Associates agrees on behalf of itself and its employees to treat confidentially all records and other information relative to the Fund and its prior, present or potential shareholders except, after prior notification to and approval in writing 3 by the Fund, which approval shall not be unreasonably withheld and may not be withheld where BEA Associates may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by the Fund. 5. Right to Receive Advice. (a) Advice of Fund. If BEA Associates shall be in doubt as to any action to be taken or omitted by it, it may request, and shall receive, from the Fund directions or advice. (b) Advice of Counsel. If BEA Associates shall be in doubt as to any question of law involved in any action to be taken or omitted by BEA Associates, it may request advice from counsel of its own choosing (who may be counsel for the Fund or BEA Associates, at the option of BEA Associates). The Fund shall be responsible for all legal fees incurred in obtaining such advice. (c) Conflicting Advice. In case of conflict between directions or advice received by BEA Associates pursuant to subsection (a) of this paragraph and advice received by BEA Associates pursuant to subsection (b) of this paragraph, BEA Associates shall be entitled to rely on and follow the advice received pursuant to the latter provision alone. (d) Protection of BEA Associates. BEA Associates shall be protected in any action or inaction which it takes in reliance on any directions or advice received pursuant to subsections (a) or (b) of this paragraph which BEA Associates, after receipt of any such directions or advice, in good faith believes to be consistent with such directions or advice. However, nothing in this paragraph shall be construed as imposing upon BEA Associates any obligation (i) to seek such directions or advice or (ii) to act in accordance with such directions or 4 advice when received. Nothing in this subsection shall excuse BEA Associates when an action or omission on the part of BEA Associates constitutes willful misfeasance, bad faith, gross negligence or reckless disregard by BEA Associates of its duties under this Agreement. 6. Reimbursement of Expenses. In consideration of services rendered pursuant to this Agreement, the Fund will reimburse BEA Associates for the direct and allocable costs incurred by BEA Associates on behalf of the Fund, including, but not limited to, salaries and benefits payable to BEA Associates employee(s) who perform services for the Fund, provided, however, that BEA Associates will not be reimbursed for any portion of its costs for office space and equipment or other overhead expenses related to providing services under this Agreement. Allocable costs incurred on behalf of two or more funds for which BEA Associates provide administrative and shareholder services will be apportioned among such funds according to their respective net asset values. Such direct and allocable costs shall not exceed $20,000 per annum. The Fund shall also reimburse BEA Associates for any out-of-pocket expenses, including, but not limited to, postage, telephone and telecommunications charges and duplicating costs incurred on behalf of the Fund in rendering services hereunder. BEA Associates will cause to be prepared and distributed annually to the Board of Directors of the Fund, or more frequently as the Board of Directors may request, an itemized report setting forth the amount of each expense for which BEA Associates was reimbursed by the Fund. BEA Associates will bill the Fund as soon as practicable after the end of each calendar month for the expenses it is entitled to have reimbursed. 7. Indemnification. The Fund agrees to indemnify and hold harmless BEA Associates and its officers, directors, employees, partners and agents from all taxes, charges, expenses, assessments, claims and liabilities (including, without limitation, liabilities arising 5 under federal securities laws and any state and foreign securities and Blue Sky laws, all as in effect from time to time) and expenses, including (without limitation) attorneys' fees and disbursements, arising directly or indirectly from any action or thing which BEA Associates takes or does or omits to take or do pursuant to the terms of this Agreement or otherwise at the request or on the direction of or in reliance on the advice of the Fund, PROVIDED, that neither BEA Associates nor any of its officers, directors, employees, partners or agents shall be indemnified against any liability to the Fund or to its shareholders (or any expenses incident to such liability) arising out of BEA Associates' own willful misfeasance, bad faith, gross negligence or reckless disregard of its duties and obligations under this Agreement. 8. Responsibility of BEA Associates. BEA Associates shall be under no duty to take any action on behalf of the Fund, except as specifically set forth herein or as may be specifically agreed to by BEA Associates in writing. In the performance of its duties hereunder, BEA Associates shall be obligated to exercise care and diligence and to act in good faith and to use its best efforts within reasonable limits in performing services provided for under this Agreement. Without limiting the generality of the foregoing or of any other provision of this Agreement, BEA Associates in connection with its duties under this Agreement shall not be under any duty or obligation to inquire into and shall not be liable for or in respect of (a) the validity or invalidity or authority or lack thereof of any notice or other instrument which conforms to the applicable requirements of this Agreement, and which BEA Associates reasonably believes to be genuine; or (b) delays or errors or loss of data occurring by reason of circumstances beyond BEA Associates' control, including acts of civil or military authority, national emergencies, labor difficulties, fire, mechanical breakdown, flood or catastrophe, acts of 6 God, insurrection, war, riots or failure of the mails, transportation, communication or power supply. 9. Duration and Termination. This Agreement shall continue until termination by the Fund or BEA Associates on 60 days' written notice. 10. Notices. All notices and other communications hereunder (collectively referred to as "Notice" or "Notices" in this Paragraph), shall be in writing or by confirming telegram, cable, telex or facsimile sending device. Notices shall be addressed (a) if to BEA Associates at BEA Associates' address, 153 E. 53rd Street, 58th Floor, New York, New York 10022; (b) if to the Fund, c/o BEA Associates at the same address set forth in clause (a); or (c) if to neither of the foregoing, at such other address as shall have been notified to the sender of any such Notice or other communication. All postage, cable, telex or facsimile sending device charges arising from the sending of a Notice hereunder shall be paid by the sender. 11. Further Actions. Each party agrees to perform such further acts and execute such further documents as are necessary to effectuate the purposes hereof. 12. Amendments. This Agreement or any part hereof may be changed or waived only by an instrument in writing signed by the party against which enforcement of such change or waiver is sought. 13. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 14. Miscellaneous. This Agreement embodies the entire agreement and understanding between the parties hereto, and supersedes all prior agreements and understandings relating to the subject matter hereof. The captions in this Agreement are 7 included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. This Agreement shall be deemed to be a contract made in New York and governed by New York law. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement shall be binding and shall inure to the benefit of the parties hereto and their respective successors. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their officers designated below on the day and year first above written. THE INDONESIA FUND, INC. By: /s/ Michael A. Pignataro ---------------------------------- Name: Title: BEA ASSOCIATES By: /s/ (signature illegible) ------------------------------ Name: Title: 8 EX-99.13(C) 10 a2026585zex-99_13c.txt EXHIBIT 99.13(C) EXHIBIT 13(c) ADMINISTRATION AGREEMENT ADMINISTRATION AGREEMENT, made as of the 23rd day of June, 1995 between The Indonesia Fund, Inc., a Maryland corporation (the "Fund"), and Bear Stearns Funds Management Inc., a New York corporation (the "Administrator"). WITNESSETH: ----------- WHEREAS, the Fund is a non-diversified closed-end management investment company registered under the Investment Company Act of 1940, as amended (the "Investment Company Act"); and WHEREAS, the Fund has retained an investment adviser for the purpose of investing its assets in securities and desires to retain the Administrator for certain administrative services, and the Administrator is willing to furnish such administrative services on the terms and conditions hereinafter set forth; NOW, THEREFORE, the parties hereto agree as follows: 1. Appointment. The Fund hereby appoints the Administrator to provide the services set forth below, subject to the overall supervision of the Board of Directors of the Fund (the "Board") for the period and on the terms set forth in this Agreement. The Administrator hereby accepts such appointment and agrees during such period to render the services herein described and to assume the obligations herein set forth; for the compensation herein provided. 2. Description of Services. Subject to the supervision of the Board and the officers of the Fund, the Administrator shall provide office facilities and personnel to assist the officers of the Fund in the performance of the following services: (a) Oversee the determination and publication of the Fund's net asset value in accordance with the Fund's policy as adopted from time to time by the Board; (b) Oversee the maintenance by Brown Brothers Harriman & Co. of certain books and records of the Fund as required under the Investment Company Act and maintain (or oversee maintenance by such other persons as approved by the Board) such other books and records (other than those maintained by the investment adviser) required by law or for the proper operation of the Fund; (c) Assist in the preparation and the filing of the Fund's federal, state and local income tax returns and any other required tax return; (d) Review the appropriateness of and arrange for the payment of the Fund's expenses; (e) Prepare for review and approval by officers of the Fund financial information for the Fund's semi-annual, annual and other periodic reports, proxy statements and other communications with shareholders required or otherwise to be sent to the Fund's shareholders, and arrange for the printing and dissemination of such reports and communications to shareholders; (f) Prepare for review by an officer of the Fund the Fund's periodic financial reports required to be filed with the Securities and Exchange Commission ("SEC") on Form N-SAR and Form N-2 and such other reports, forms or filings, as may be mutually agreed upon; (g) Prepare reports relating to the business and affairs of the Fund as may be mutually agreed upon and not otherwise appropriately prepared by the Fund's investment adviser, custodian, legal counsel or auditors; (h) Prepare such information and reports as may be required by any stock exchange or exchanges on which the Fund's shares are listed; -2- (i) Make such reports and recommendations to the Board concerning the performance of the independent accountants as the Board may reasonably request or deems appropriate; (j) Make such reports and recommendations to the Board concerning the performance and fees of the Fund's custodian and transfer and disbursing agent as the Board may reasonably request or deems appropriate; (k) Oversee and review calculations of fees paid to the Administrator, the investment adviser, the custodian, and any other service providers of the Fund; (l) Consult with the Fund's officers, independent accountants, legal counsel, custodian, accounting agent and transfer and dividend disbursing agent in establishing the accounting policies of the Fund; (m) Review implementation of any stock purchase or dividend reinvestment programs authorized by the Board; (n) Compute the amount of dividends and distributions to be paid by the Fund; (o) Develop and implement procedures to assist the investment adviser in monitoring, on a monthly basis, compliance with regulatory requirements and compliance with the Fund's investment objectives, policies and restrictions as set forth in the Fund's prospectus and as amended by the Board and by the Fund's shareholders; (p) Provide communication and coordination services with regard to the Fund's investment adviser, transfer and disbursing agent, custodian and other service providers that render recordkeeping or shareholder communication services to the Fund; -3- (q) Provide such assistance to the investment adviser, the custodian and the Fund's legal counsel and auditors as generally may be required to properly carry on the business and operations of the Fund; and (r) Respond to or refer to the Fund's officers or transfer agent, shareholder inquiries relating to the Fund. All services are to be furnished through the medium of any directors, officers or employees of the Administrator as the Administrator deems appropriate in order to fulfill its obligations hereunder. Each party shall bear all its own expenses incurred in connection with this Agreement, except as noted below. 3. Compensation. The Fund will pay the Administrator a monthly fee at the annual rate of .100% of the first $100 million of the Fund's average net assets and .080% of amounts over $100 million based on the net asset value on the last day of each week and on which the New York Stock Exchange is open for business. In addition to the fee, the Fund would be required to reimburse to the Administrator all out-of-pocket expenses incurred by the Administrator for attendance at any meeting (outside of the New York metropolitan area) of the Board, or any committees of such Board, or at any other meetings or presentations for which the Administrator is required to attend. 4. Responsibility of Administrator. The Administrator assumes no responsibility under this Agreement other than to render the services called for hereunder, and specifically assumes no responsibilities for investment advice or the investment or reinvestment of the Fund's assets. -4- 5. Indemnification. The Administrator shall not be liable to the Fund for any action taken or omitted to be taken by the Administrator in connection with the performance of any of its duties or obligations under this Agreement, and the Fund shall indemnify the Administrator and hold it harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys' fees and amounts reasonably paid in settlement) incurred by the Administrator in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Fund or its security shareholders) arising out of or otherwise based upon any action actually or allegedly taken or omitted to be taken by the Administrator in connection with the performance of any of its duties or obligations under this Agreement; provided, however, that nothing contained herein shall protect or be deemed to protect the Administrator against or entitle or be deemed to entitle the Administrator to indemnification in respect of any liability to the Fund or its security holders to which the Administrator would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or, by reason of its reckless disregard of its duties and obligations under this Agreement. 6. Duration and Termination. This Agreement shall become effective as of the date hereof and shall thereafter continue in effect unless terminated as herein provided. This Agreement may be terminated by either party hereto (without penalty) at any time by giving not less than 60 days' prior written notice to the other party hereto. 7. Services to Others. The services of the Administrator to the Fund hereunder are not exclusive and nothing in this Agreement shall limit or restrict the right of the Administrator to engage in any other business or to render services of any kind to any other -5- corporation, firm, individual or association. The Administrator shall be deemed to be an independent contractor, unless otherwise expressly provided or authorized by this Agreement. 8. References to the Administrator. During the term of this Agreement, the Fund agrees to furnish the Administrator at the principal office of the Administrator prior to use thereof all prospectuses, proxy statements, reports to shareholders, sales literature, or other material prepared for distribution to shareholders of the Fund or the public that refer in any way to the Administrator. If the Administrator reasonably objects in writing to such references within five business days (or such other time as may be mutually agreed) after receipt thereof, the Fund will modify such references in a manner reasonably satisfactory to the Administrator. In the event of termination of this Agreement, the Fund will continue to furnish to the Administrator copies of any of the above-mentioned materials that refer in any way to the Administrator and, as soon as practicable after such termination, shall eliminate all references to the Administrator in all written materials used thereafter. The Fund shall furnish or otherwise make available to the Administrator such other information relating to the business affairs of the Fund as the Administrator at any time, or from time to time, reasonably requests in order to discharge its obligations hereunder. 9. Amendments. This Agreement may be amended only by mutual written consent. 10. Notices. Any notice or other communication required to be given pursuant to this Agreement shall be deemed duly given if delivered or mailed by registered mail, postage prepaid, (1) to the Administrator at 245 Park Avenue, 8th floor, New York, New York 10167, Attention: Frank J. Maresca, Executive Vice President or (2) to the Fund c/o BEA -6- Associates at 153 East 53rd Street, New York, New York 10022, Attention: Paul P. Stamler, Senior Vice President. 11. Entire Agreement. This Agreement sets forth the entire agreement and understanding of the parties hereto solely with respect to the matters covered hereby and the relationship between the Fund and Bear Stearns Funds Management Inc. as Administrator. Nothing in this Agreement shall govern, restrict or limit in any respect any other business dealings between the parties hereto unless otherwise expressly provided herein. 12. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without reference to choice of law principles thereof and in accordance with the Investment Company Act. In the case of any conflict the Investment Company Act shall control. IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their officers designated below as of the day and year first above written. ATTEST: THE INDONESIA FUND, INC. /s/ Michael A. Pignataro By: /s/ Paul P. Stamler - ----------------------------------- -------------------------------- Name: Paul P. Stamler Title: Senior Vice President ATTEST: BEAR STEARNS FUND MANAGEMENT INC. /s/ Eileen Coyle By: /s/ Frank J. Maresca - ----------------------------------- -------------------------------- Name: Frank J. Maresca Title: Executive Vice President -7- EX-99.13(D) 11 a2026585zex-99_13d.txt EXHIBIT 99.13(D) EXHIBIT 13(d) CREDIT AGREEMENT, DATED AS OF JUNE 23, 1999 BY AND AMONG THE FUNDS NAMED THEREIN, THE BANKS NAMED THEREIN, DEUTSCHE BANK AG, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, BANK OF NOVA SCOTIA, AS SYNDICATION AGENT, AND STATE STREET BANK AND TRUST COMPANY, AS OPERATIONS AGENT TABLE OF CONTENTS PAGE ARTICLE I. DEFINITIONS; CONSTRUCTION........................................1 Section 1.01. Definitions.................................................1 Section 1.02. Accounting Terms and Determinations.........................8 Section 1.03. Other Definitional Terms....................................8 ARTICLE II. COMMITTED LINE OF CREDIT.........................................8 Section 2.01. Commitment to Lend..........................................8 Section 2.02. Reduction or Termination of Commitment......................9 Section 2.03. Committed Credit Loan Accounts.............................10 Section 2.04. Requests for Committed Credit Loans........................10 Section 2.05. Repayment of Committed Credit Loans........................12 ARTICLE III. SWING LINE OF CREDIT............................................12 Section 3.01. The Swing Line of Credit...................................12 Section 3.02. Swing Line Loan Account....................................13 Section 3.03. Requests for Swing Line Loans..............................13 Section 3.04. Repayment of Swing Line Loans..............................14 Section 3.05. Refunding of Swing Line Loans..............................14 ARTICLE IV. CERTAIN COMMON PROVISIONS.......................................15 Section 4.01. Optional Prepayments; Certain Mandatory Prepayments........15 Section 4.02. Place and Mode of Payments; Computations...................16 Section 4.03. Interest...................................................18 Section 4.04. Overdue Principal and Interest.............................19 Section 4.05. Limitation on Interest.....................................19 Section 4.06. Withholding Tax Exemption..................................19 Section 4.07. Increased Capital Requirements.............................20 Section 4.08. Use of Proceeds............................................20 Section 4.09. Borrower Agents............................................21 Section 4.10. Take-out of Individual Banks...............................21 Section 4.11. Sharing of Payments; Etc...................................21 ARTICLE V. FEES............................................................22 Section 5.01. Commitment Fees............................................22 Section 5.02. Operations Agent's Fee.....................................23 Section 5.03. Administrative Agent's Fee.................................23 Section 5.04. Allocation Fee.............................................23 ARTICLE VI. CONDITIONS PRECEDENT............................................23 Section 6.01. Conditions to Closing......................................23 Section 6.02. Conditions Precedent to All Loans..........................25 ARTICLE VII. REPRESENTATIONS AND WARRANTIES..................................26 Section 7.01. Organization, Standing, Etc. of the Borrower...............26 Section 7.02. Financial Information; Disclosure; Etc.....................26 Section 7.03. Litigation; Etc............................................26 Section 7.04. Authorization; Compliance with Other Instruments...........27 Section 7.05. SEC Compliance; Etc........................................27 Section 7.06. Binding Effect.............................................27 Section 7.07. Governmental Consent.......................................27 Section 7.08. Regulation U; Etc..........................................27 Section 7.09. Relationship with Investment Adviser.......................28 Section 7.10. Relationship with Custodian................................28 Section 7.11. Investment Company Status..................................28 Section 7.12. Affiliated Persons.........................................28 Section 7.13. ERISA......................................................28 Section 7.14. Taxes......................................................28 Section 7.15. Good Title to Properties...................................28 Section 7.16. Subsidiaries...............................................28 Section 7.17. No Default.................................................28 Section 7.18. Year 2000 Compliance.......................................28 Section 7.19. Full Disclosure............................................29 ARTICLE VIII. AFFIRMATIVE COVENANTS...........................................29 Section 8.01. Financial Statements; Etc..................................29 Section 8.02. Legal Existence; Compliance with Laws; Etc.................30 Section 8.03. Further Assurances.........................................31 Section 8.04. Investment Company Status..................................31 Section 8.05. Use of Proceeds............................................31 Section 8.06. Insurance..................................................31 ARTICLE IX. NEGATIVE COVENANTS..............................................32 Section 9.01. Asset Coverage.............................................32 Section 9.02. Indebtedness...............................................32 Section 9.03. Mortgages; Liens; Etc......................................33 Section 9.04. Change of Investment Objectives, Etc.......................33 ARTICLE X. DEFAULTS; REMEDIES..............................................33 Section 10.01. Events of Default; Acceleration...........................33 Section 10.02. Remedies on Default; Etc..................................36 ARTICLE XI. SETOFFS; ETC....................................................36 ii ARTICLE XII. THE OPERATIONS AGENT AND RELATIONS AMONG THE BANKS..............37 Section 12.01. Appointment of Operations Agent; Powers and Immunities....37 Section 12.02. Reliance by Operations Agent..............................37 Section 12.03. Indemnification...........................................37 Section 12.04. Documents.................................................38 Section 12.05. Non-Reliance on Operations Agent and Other Banks..........38 Section 12.06. Resignation or Removal of Operations Agent................38 Section 12.07. Delinquent Banks..........................................38 ARTICLE XIII. ADDITIONAL BORROWERS............................................39 ARTICLE XIV. TERM AND TERMINATION............................................39 Section 14.01. Term and Termination of Agreement.........................39 Section 14.02. Termination as to a Borrower..............................40 ARTICLE XV. PROVISIONS OF GENERAL APPLICATION...............................42 Section 15.01. Expenses..................................................42 Section 15.02. Amendments and Waivers; Etc...............................43 Section 15.03. Nature of Obligations.....................................44 Section 15.04. Notices...................................................44 Section 15.05. Calculations; Etc.........................................45 Section 15.06. Survival of Covenants; Etc................................45 Section 15.07. Parties in Interest; Assignments; Participations..........45 Section 15.08. Counterparts; Etc.........................................46 Section 15.09. Entire Agreement; Etc.....................................46 Section 15.10. Severability..............................................47 Section 15.11. Governing Law; Jurisdiction; Waiver.......................47 Section 15.12. Indemnification...........................................47 Section 15.13. Miscellaneous.............................................48 Section 15.14. Confidentiality...........................................48 ARTICLE XVI. LIMITATION OF LIABILITY.........................................48 iii SCHEDULES AND EXHIBITS Schedule 1 List of Eligible Borrowers Schedule 2 Banks; Addresses; Facility Percentages Schedule 7.03 Litigation; Etc. Exhibit A Borrowing Request (Committed Credit Loans) Exhibit B Borrowing Request (Swing Line Loans) Exhibit C Repayment Notice (Committed Credit Loans) Exhibit D Repayment Notice (Swing Line Loans) Exhibit E Daily Valuation Report Exhibit F Form for Additional Borrower Exhibit G Form of Opinion of Counsel Exhibit H Form of Assignment and Acceptance iv CREDIT AGREEMENT CREDIT AGREEMENT dated as of June 23, 1999, by and among each investment management company listed on SCHEDULE 1 attached hereto, on behalf of itself and its respective investment portfolios identified thereon, severally and not jointly, as said SCHEDULE 1 may be revised from time to time; the Banks listed on SCHEDULE 2 attached hereto, as revised from time to time (collectively, and together with State Street Bank and Trust Company, in its capacity as Swing Line Lender, the "BANKS" and each individually a "BANK"); Deutsche Bank AG, New York Branch, not individually but in its capacity as administrative agent for the Banks hereunder (in such capacity, the "ADMINISTRATIVE AGENT"); Bank of Nova Scotia, not individually but in its capacity as syndication agent for the Banks hereunder (in such capacity, the "SYNDICATION AGENT"); and State Street Bank and Trust Company, not individually but in its separate capacity as operations agent for the Banks hereunder (in such capacity, the "OPERATIONS AGENT"). The parties hereto hereby agree as follows: ARTICLE I. DEFINITIONS; CONSTRUCTION Section 1.01. DEFINITIONS. As used herein, the following terms shall have the meanings herein specified (to be equally applicable to both the singular and plural forms of the terms defined): "ACM" shall mean Abbott Capital Management, LLC, a Delaware limited liability company. "ADMINISTRATIVE AGENT" shall have the meaning specified in the preamble hereof. "AFFILIATE" shall mean, as applied to any Person, a spouse or relative of such Person, any member, director or officer of such Person, any corporation, association, firm or other entity of which such Person is a member, director or officer, and any other Person directly or indirectly controlling, controlled by or under direct or indirect common control with such Person. "AGENTS" shall mean, collectively, the Administrative Agent, the Syndication Agent and the Operations Agent. "AGREEMENT" shall mean this Credit Agreement, including the Schedules and Exhibits annexed hereto, as amended, supplemented or modified from time to time in accordance with its terms. "ALLOCATION FEE" shall have the meaning specified in Section 5.04 hereof. "ARRANGING FEE" shall have the meaning specified in Section 5.03 hereof. "AUTHORIZED OFFICER" shall mean the Chairman of the Board, President, any Vice President, Treasurer, Assistant Treasurer, Secretary or Assistant Secretary of a Borrower, or any other Person designated from time to time by any of the foregoing. "BANK" or "BANKS" shall have the respective meanings specified in the preamble hereof. "BANKING DAY" shall mean any day excluding Saturday and Sunday and excluding any other day which shall be in Boston, Massachusetts, or New York, New York, a legal holiday or a day on which banking institutions are authorized by law to close. "BOARD" shall mean the Board of Governors of the Federal Reserve System of the United States. "BORROWER" shall mean any Fund Borrower or Portfolio Borrower; and "BORROWERS" shall mean, collectively, all Fund Borrowers and Portfolio Borrowers. "BORROWER AGENT" or "BORROWER AGENTS" shall have the respective meanings specified in Section 4.09 hereof. "BORROWING BASE" shall have the meaning specified in Section 9.01 hereof. "BORROWING REQUEST" shall mean any Request for Committed Credit Loan or Request for Swing Line Loan; and "BORROWING REQUESTS" shall mean, collectively, all Requests for Committed Credit Loans and Requests for Swing Line Loans. "BBH&CO" shall mean Brown Brothers Harriman & Company, a New York general partnership. "COMMITMENT" shall mean, with respect to each Bank, such Bank's obligation to make Committed Credit Loans in an aggregate amount not exceeding such Bank's Facility Percentage of the Maximum Committed Credit Amount; and "COMMITMENTS" means the aggregate Commitments of all the Banks. "COMMITMENT FEE" shall have the meaning specified in Section 5.01 hereof. "COMMITTED CREDIT LOAN" shall mean any loan made or to be made to the Borrowers as contemplated by Article II hereof. "COMMITTED CREDIT LOAN ACCOUNT" shall have the meaning specified in Section 2.03 hereof. "CONTROLLED GROUP" shall mean all members of a controlled group of corporations and all trades or businesses (whether or not incorporated) under common control which, together with Borrower, are treated as a single employer under Section 414 of the Internal Revenue Code. "CREDIT SUISSE ASSET MANAGEMENT" shall mean Credit Suisse Asset Management, a New York general partnership, or its proposed successor, Credit Suisse Asset Management LLC, a Delaware limited liability company. "CUSTODIAN" shall mean the entity which acts as the custodian of the securities of the Borrowers, or any one or more of the Borrowers, for purposes of Section 17(f) of the Investment Company Act. "CTC" shall mean Custodial Trust Company, a New Jersey corporation. -2- "DAILY VALUATION REPORT" shall have the meaning specified in Section 8.01(d) hereof. "DEFAULT" shall mean an Event of Default or any condition or event which, with notice or lapse of time, or both, would constitute an Event of Default. "DELINQUENT BANK" shall have the meaning specified in Section 12.07 hereof. "DOMESTIC FUND" shall mean any Borrower designated as such on SCHEDULE 1 annexed hereto, which designation shall be concurred in by the Agents. "ERISA" shall mean the Employment Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder. "EVENT OF DEFAULT" shall have the meaning specified in Section 10.01 hereof. "EXPIRATION DATE" shall have the meaning specified in Section 14.01 hereof. "FACILITY PERCENTAGE" shall mean, with respect to each Bank, the percentage figure set forth underneath such Bank's name in SCHEDULE 2 annexed hereto. "FDIC" shall mean the Federal Deposit Insurance Corporation. "FEDERAL FUNDS EFFECTIVE RATE" shall mean, at the relevant time of reference thereto, the rate that appears on the telerate page 5 as quoted by Garvin Guy Butler, as of 12:00 noon (New York time), as the "Federal Funds Offered Rate", or, if unavailable, by any other federal funds broker of recognized standing as determined by the Operations Agent. "FEDERAL FUNDS RATE" shall mean, at the relevant time of reference thereto, one-half of one percentage point (0.500%) over the Federal Funds Effective Rate. "FINANCIAL CONTRACTS" shall mean option contracts, futures contracts, options on futures contracts, forward foreign currency exchange contracts, options on foreign currencies, repurchase agreements, reverse repurchase agreements, securities lending agreements, interest rate swaps, currency swaps and all other types of swap agreements and related transactions (including, without limitation, caps, floors and collars), when-issued securities, short sales and other similar arrangements. "FUND" shall mean any investment management company listed on SCHEDULE 1 attached hereto, as revised from time to time, which term shall include any other investment management company that may become a party to this Agreement as provided in Article XIII hereof; and "FUNDS" shall mean, collectively, all of the Funds. "FUND BORROWER" shall mean each Fund that borrows money hereunder for its own account and not for the account of one of its Portfolios; and "FUND BORROWERS" shall mean, collectively, all of the Fund Borrowers. "GAAP" shall mean generally accepted accounting principles as set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified -3- Public Accountants and statements and pronouncements of the Financial Accounting Standards Board. "INDEBTEDNESS" shall mean, as applied to any Person, all obligations, contingent and otherwise, which, in accordance with generally accepted accounting principles, should be classified upon the Person's balance sheet as liabilities, or to which reference should be made by footnotes thereto, including, without limitation, in any event and whether or not so classified: (i) all debt and similar monetary obligations, whether direct or indirect; (ii) all liabilities secured by any mortgage, pledge, security interest, lien, charge or other encumbrance existing on property owned or acquired subject thereto, or with respect to which assets of the Person have been segregated, whether or not the liability secured thereby shall have been assumed, including, without limitation, any cash or securities held or otherwise pledged as collateral in connection with any short sales transactions; and (iii) all guaranties, endorsements and other contingent obligations, whether direct or indirect, in respect of Indebtedness of others, including any obligation to supply funds to or in any manner to invest in, directly or indirectly, the debtor (whether by way of loan, stock purchase, capital contribution or otherwise), to purchase Indebtedness, or to assure the owner of Indebtedness against loss, through an agreement to purchase goods, supplies or services for the purpose of enabling the debtor to make payment of the Indebtedness held by such owner or otherwise, and the obligations to reimburse the issuer of any letters of credit. "INTERNAL REVENUE CODE" shall mean the Internal Revenue Code of 1986, as amended and in effect from time to time, or any successor statute. "INTERNATIONAL FUND" shall mean any Borrower designated as such on SCHEDULE 1 annexed hereto (which designation shall be concurred in by the Agents), and including any Borrower determined to be an international fund, a region-specific (other than within the United States of America) fund or a single-country (other than the United States of America) fund. "INVESTMENT ADVISER" shall mean any Person serving as an investment adviser, as defined in the Investment Company Act, to an Investment Company or Portfolio. "INVESTMENT COMPANY" shall mean any Person registered as an investment management company under the Investment Company Act. "INVESTMENT COMPANY ACT" shall mean the Investment Company Act of 1940, as amended, including all rules and regulations promulgated thereunder. "LIENS" shall have the meaning specified in Section 9.03 hereof. "LOAN" shall mean any Committed Credit Loan or Swing Line Loan; and "LOANS" shall mean, collectively, all Committed Credit Loans and Swing Line Loans. "LOAN DOCUMENTS" shall mean, collectively, this Agreement and all other agreements, instruments, documents and certificates now and hereafter executed and/or delivered pursuant hereto or thereto. -4- "MAJORITY BANKS" shall mean, at any particular time, those Banks the sum of whose then outstanding Committed Credit Loans to the Borrowers aggregate to at least 51% of the aggregate of all such outstanding Committed Credit Loans or, if no Committed Credit Loans are then outstanding, the sum of whose Facility Percentages aggregate to at least 51% of the Maximum Committed Credit Amount. "MATERIAL ADVERSE EFFECT" shall mean, with respect to any Borrower, a material adverse effect on the business, assets, operations, prospects or condition (financial or otherwise) of such Borrower or on the ability of such Borrower to perform its obligations under this Agreement. "MAXIMUM COMMITTED CREDIT AMOUNT" shall mean the maximum amount of the Banks' commitments to make Committed Credit Loans to the Borrowers hereunder, which in the first instance shall be $250,000,000, as the same may be reduced from time to time pursuant to Section 2.02 hereof. "MAXIMUM CREDIT AMOUNT" shall mean the maximum amount of credit available to the Borrowers hereunder, which in the first instance shall be $250,000,000. "MULTIEMPLOYER PLAN" shall mean, at any time, an employee pension benefit plan within the meaning of Section 4001(a)(3) of ERISA to which a Borrower or any member of the Controlled Group is then making or accruing an obligation to make contributions or has within the preceding five plan years made contributions, including for these purposes any Person which ceased to be a member of the Controlled Group during such five year period. "NET ASSETS" shall mean, as applied to any Borrower, the value of the Total Assets of such Borrower, less all liabilities and Indebtedness other than Loans outstanding hereunder. For purposes of this definition the value of a Borrower's portfolio securities shall be the value of such securities as determined from time to time in a manner consistent with that used by such Borrower for reporting purposes in accordance with regulatory requirements. "OFFICERS' CERTIFICATE" shall have the meaning specified in Section 6.01(e) hereof. "OPERATIONS AGENT" shall have the meaning specified in the preamble hereof. "OPERATIONS AGENT'S FEE" shall have the meaning specified in Section 5.02 hereof. "PBGC" shall mean the Pension Benefit Guaranty Corporation or any entity succeeding to any or all of its functions under ERISA. "PERSON" shall mean a corporation, an association, a trust (or series of a trust), a partnership, a limited liability company, a limited liability partnership, a joint venture, an organization, a business, an individual, a government or political subdivision thereof or a governmental agency. "PFPC TRUST" shall mean PFPC Trust Company, a limited purpose trust company organized under the laws of the State of Delaware. -5- "PLAN" shall mean any employee pension benefit plan which is covered by Title IV of ERISA or subject to minimum funding standards under Section 412 of the Internal Revenue Code and is either (a) maintained by a Borrower or any member of the Controlled Group for employees of a Borrower or any member of the Controlled Group or (b) maintained pursuant to a collective bargaining agreement or any other arrangement under which more than one employer makes contributions and to which a Borrower or any member of the Controlled Group is then making or accruing an obligation to make contributions or has within the preceding five plan years made contributions. "PORTFOLIO" shall mean an investment portfolio of an Investment Company. "PORTFOLIO BORROWER" shall mean any Portfolio of a Fund on whose behalf Loans are requested hereunder, which term shall include any other Portfolio that is added as a Borrower hereunder as provided in Article XIII hereof; and "PORTFOLIO BORROWERS" shall mean, collectively, all Portfolio Borrowers. "PROSPECTUS" shall mean, as applicable, (i) the currently effective prospectus and statement of additional information delivered to purchasers of Shares of a Borrower, which is an open-end Investment Company (or a Portfolio thereof), pursuant to the Securities Act of 1933, as amended, or (ii) the Registration Statement of a Borrower that is a closed-end Investment Company. "REFUNDED SWING LINE LOAN" shall have the meaning specified in Section 3.05(a) hereof. "REGISTRATION STATEMENT" shall mean the Registration Statement on Form N-2, or any successor form, of a Borrower that is a closed-end Investment Company, as amended by any amendment most recently filed with the SEC, including such Borrower's investment objectives and fundamental investment policies and restrictions as may be set forth therein or as such investment objectives and fundamental investment policies and restrictions are set forth in a subsequent vote adopted by the Shareholders of such Borrower. "REGULATION U" shall mean Regulation U of the Board of Governors of the Federal Reserve System, as in effect from time to time. "RENEWAL NOTICE" shall have the meaning specified in Section 14.01 hereof. "REQUEST FOR COMMITTED CREDIT LOAN" shall have the meaning specified in Section 2.04(a) hereof. "REQUEST FOR SWING LINE LOAN" shall have the meaning specified in Section 3.03(a) hereof. "RESTRICTED FUND" shall mean any Borrower designated as such on SCHEDULE 1 annexed hereto, which designation shall be concurred in by the Agents. "SEC" shall mean the Securities and Exchange Commission. -6- "SHARES" shall mean the securities representing beneficial or equity interests in a Borrower. "SHAREHOLDERS" shall mean the owners of Shares of a Borrower. "SPECIFIED PERCENTAGE" shall mean, with respect to any Borrower, the percentage set forth on SCHEDULE 1 annexed hereto, or such other percentage that the Borrower Agent may, from time to time, specify to the Operations Agent in writing; PROVIDED that the aggregate of all such percentages shall at all times equal one hundred percent (100%). "STATE STREET BANK" shall mean State Street Bank and Trust Company, a trust company chartered under the laws of The Commonwealth of Massachusetts. "SUBSIDIARY" of any Person shall mean a corporation of which a majority of the outstanding shares of stock of each class having ordinary voting power is owned by such Person, by one or more Subsidiaries of such Person, or by such Person and one or more of its Subsidiaries. "SWING LINE AMOUNT" shall mean the maximum amount of Swing Line Loans made or to be made by the Swing Line Lender to the Borrowers hereunder, which shall be $50,000,000. "SWING LINE LENDER" shall mean State Street Bank. "SWING LINE LOAN" shall mean any Loan made or to be made to the Borrowers by the Swing Line Lender as contemplated by Section 3.01 hereof. "SWING LINE LOAN ACCOUNT" shall have the meaning specified in Section 3.02 hereof. "SWING LINE PARTICIPATION AMOUNT" shall have the meaning specified in Section 3.05(b) hereof. "SYNDICATION AGENT" shall have the meaning specified in the preamble hereof. "TOTAL ASSETS" shall mean, as applied to any Borrower, the value of the total assets of such Borrower. For purposes of this definition the value of a Borrower's portfolio securities shall be the value of such securities as determined from time to time in a manner consistent with that used by such Borrower for reporting purposes in accordance with regulatory requirements, including the Investment Company Act. "UNFUNDED LIABILITIES" shall mean, with respect to any Plan, at any time, the amount (if any) by which (a) the present value of all benefits under such Plan exceeds (b) the fair market value of all Plan assets allocable to such benefits, all determined as of the then most recent valuation date for such Plan, but only to the extent that such excess represents a potential liability of a Borrower or any member of the Controlled Group to the PBGC or such Plan under Title IV of ERISA. "UNREFUNDED SWING LINE LOANS" shall have the meaning specified in Section 3.05(b) hereof. -7- "WARBURG PINCUS ASSET MANAGEMENT" shall means Warburg Pincus Asset Management, Inc. "YEAR 2000 PROBLEM" shall have the meaning specified in Section 7.18 hereof. Section 1.02. ACCOUNTING TERMS AND DETERMINATIONS. Unless otherwise defined or specified herein, all accounting terms shall be construed herein, all accounting determinations hereunder shall be made, all financial statements required to be delivered hereunder shall be prepared and all financial records shall be maintained in accordance with GAAP. Section 1.03. Other Definitional Terms. (a) The words "hereof", "herein" and "hereunder" and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Article, section, schedule, exhibit and like references are to this Agreement unless otherwise specified. (b) Each reference herein to a particular Person shall include a reference to such Person's successors and permitted assigns. (c) Any defined term which relates to a document, instrument or agreement shall include within its definition any amendments, modifications, renewals, restatements, extensions, supplements or substitutions which may have been heretofore or may be hereafter executed in accordance with the terms hereof and thereof. ARTICLE II. COMMITTED LINE OF CREDIT Section 2.01. COMMITMENT TO LEND. Subject to the terms and conditions set forth in this Agreement, each Bank severally agrees to make Committed Credit Loans to each Borrower from time to time on any Banking Day during the period from the date hereof to but not including the Expiration Date, as may be requested by such Borrower in accordance with Section 2.04 hereof, in an aggregate amount not to exceed at any one time outstanding the amount of such Bank's Commitment. Each Committed Credit Loan made by the Banks to a Borrower hereunder shall be in an amount of $1,000,000 or an integral multiple thereof; PROVIDED that (i) at no time shall any Bank be obligated to fund or maintain Committed Credit Loans in excess of such Bank's Commitment; (ii) at no time shall State Street Bank be obligated to fund or maintain Committed Credit Loans to the extent that the principal amount of such Committed Credit Loans, together with the aggregate principal amount of Swing Line Loans outstanding to the Borrowers hereunder, exceeds State Street Bank's Commitment; (iii) at no time shall the aggregate outstanding principal amount of all Committed Credit Loans made to the Borrowers hereunder exceed the Maximum Committed Credit Amount; (iv) at no time shall the aggregate outstanding principal amount of all Loans made to the Borrowers hereunder exceed the Maximum Credit Amount; and (v) at no time shall the aggregate outstanding principal amount of all Loans made to any Borrower hereunder exceed such Borrower's Borrowing Base. Each request for a Committed Credit Loan by a Borrower shall constitute a representation by such Borrower that the conditions set forth in Section 6.02 hereof have been satisfied on the date of such request. Within the limits of the provisions of this Section 2.01, each Borrower may borrow, prepay pursuant to Section 4.01, and reborrow under this Section 2.01. -8- Section 2.02. REDUCTION OR TERMINATION OF COMMITMENT. (a) The Borrowers, acting through their respective Borrower Agents, may at any time prior to the Expiration Date, (i) terminate the Commitments in full by (A) giving at least three (3) Banking Days' written notice thereof to the Operations Agent (with sufficient copies for itself and the other Banks), and (B) repaying, or causing to be repaid, in full the Loans and any other obligations of the Borrowers hereunder, including, without limitation, accrued and unpaid interest on the Loans, the accrued and unpaid Commitment Fees, and all other fees and expenses provided for herein; or (ii) reduce the Maximum Committed Credit Amount, in part, by an amount not less than $10,000,000 or in multiples of $5,000,000 thereafter by (A) giving at least three (3) Banking Days' written notice thereof to the Operations Agent (with sufficient copies for itself and the other Banks), and (B) repaying the amount, if any, by which the aggregate unpaid principal amount of the Committed Credit Loans exceeds the then reduced Maximum Committed Credit Amount, together with the Commitment Fees accrued with respect to the amount of such reduction to the date of such reduction. Any such partial reduction of the Maximum Committed Credit Amount shall also effect a like reduction in the Maximum Credit Amount and, to the extent that the Maximum Committed Credit Amount is reduced to an amount less than the Swing Line Amount, a like reduction in the Swing Line Amount. Upon the termination of the Commitments pursuant to this Section 2.02(a), this Agreement shall terminate and be of no further force and effect, except as otherwise provided hereinabove, and except for the indemnification obligations of the Borrowers hereunder with respect to Loans made by, or other actions taken by, the Banks or the Operations Agent to, or in respect of, the Borrowers prior to the effective date of such termination, and except for the obligations, if any, of the Banks for the reimbursement to a Borrower of recovered costs under Section 5.01(c) hereof. No termination of the Commitments or reduction of the Maximum Committed Credit Amount by the Borrowers shall be subject to reinstatement. (b) In addition to the provisions of paragraph (a) of this Section 2.02, any Borrower (other than a Borrower, if any, which shall be the sole remaining Borrower hereunder), acting through its Borrower Agent, may terminate its participation in this Agreement and withdraw as a party hereto by (A) giving at least three (3) Banking Days' written notice thereof to the Operations Agent (with sufficient copies for itself and the other Banks), accompanied by a revised SCHEDULE 1 in accordance with Section 4.09 reflecting the withdrawal of such Borrower, and (B) repaying in full the Loans and any other obligations of such Borrower hereunder, including, without limitation, accrued and unpaid interest on the Loans, the accrued and unpaid Commitment Fees, and all other fees and expenses provided for herein to be paid by such Borrower. Upon the effective date of such termination, the Banks' obligations to make Committed Credit Loans to such Borrower hereunder shall terminate, such Borrower shall cease to be a party to this Agreement and this Agreement shall be of no further force and effect as to such Borrower, except as otherwise provided hereinabove, and except for the indemnification obligations of such Borrower hereunder with respect to Loans made by, or other actions taken by, the Banks or the Operations Agent to, or in respect of, such Borrower prior to the effective date of such termination, and except for the rights of such Borrower pursuant to Section 5.01(c) to be reimbursed costs, if any, recovered by the Banks. This Agreement (including the Commitments) shall otherwise remain in full force and effect as to all other Borrowers. -9- (c) Subject to the foregoing and to the provisions of Articles X and XIV hereof, the Commitments shall terminate in full on and as of the Expiration Date. Upon such termination, each Borrower, severally and not jointly, promises to pay, and there shall become absolutely due and payable on the Expiration Date, the principal amount of all Loans outstanding to such Borrower on such date, together with any and all accrued and unpaid interest thereon and fees and other amounts due hereunder. Except as otherwise provided in this Section 2.02, the Borrowers shall not have the right to reduce or terminate the Commitments. Section 2.03. COMMITTED CREDIT LOAN ACCOUNTS. Each Bank will open and maintain a loan account (each a "COMMITTED CREDIT LOAN ACCOUNT") on its books in the name of each Borrower with respect to such Bank's Committed Credit Loans to such Borrower. Each Committed Credit Loan made by a Bank will be debited, and each payment or prepayment on account thereof will be credited, to the Committed Credit Loan Account maintained by such Bank; PROVIDED that the failure of any Bank to record such amounts in its Committed Credit Loan Account shall not affect the obligations of any Borrower hereunder with respect thereto. The Operations Agent shall maintain a record of amounts owing with respect to each Committed Credit Loan Account, which record shall be considered, absent manifest error, PRIMA FACIE evidence of the matters noted therein; PROVIDED that the failure of the Operations Agent to maintain such record shall not affect or impair the validity or binding nature of any Committed Credit Loan Account. Section 2.04. REQUESTS FOR COMMITTED CREDIT LOANS. (a) Each request by a Borrower for a Committed Credit Loan (each a "REQUEST FOR COMMITTED CREDIT LOAN") shall be made by notice to the Operations Agent from the Borrower Agent for such Borrower not later than 1:00 p.m. (Boston time) on the day of the proposed borrowing. The Operations Agent shall give each Bank prompt notice of the Operations Agent's receipt of any Request for Committed Credit Loan. Each Request for Committed Credit Loan shall be in writing in the form of EXHIBIT A hereto, or made by telephonic communication confirmed not later than 1:30 p.m. (Boston time) the same day by telecopy or other facsimile transmission in the form of EXHIBIT A. The Operations Agent may rely upon any telephonic Request for Committed Credit Loan which it reasonably believes is made by a Borrower Agent; PROVIDED that the Operations Agent shall not advance any Committed Credit Loan unless the Operations Agent shall have received confirmation of such telephonic Request for Committed Credit Loan in the manner set forth above. Each Borrower severally agrees to indemnify and hold the Operations Agent and each Bank harmless for any reasonable action taken, including, without limitation, the making of Committed Credit Loans hereunder to such Borrower, or loss or expense incurred, by the Operations Agent or any Bank in good faith reliance upon such telephonic Request for Committed Credit Loan; PROVIDED that no Borrower shall be liable for any such action, loss or expense to the extent that the same shall result from the gross negligence or willful misconduct of the Operations Agent or a Bank, as applicable. At the time the initial Request for Committed Credit Loan is made under this Section 2.04(a), each Borrower shall have provided the Operations Agent and the Banks with an Officer's Certificate as required by Section 6.01(e). Each Borrower hereby agrees that (i) the Operations Agent and each Bank shall be entitled to rely upon the Officer's Certificate in its possession until it is superseded by a more recent Officer's Certificate, and (ii) each Request for Committed Credit Loan submitted by a Borrower shall (A) obligate such Borrower to borrow the -10- principal amount of the Committed Credit Loan requested thereby, and (B) constitute a representation and warranty by such Borrower to the Operations Agent and the Banks that the Committed Credit Loan requested thereby (1) is permitted under such Borrower's Prospectus, (2) will not, when made, cause the aggregate Indebtedness of such Borrower in respect of Loans to exceed such Borrower's Borrowing Base, (3) will not, when made, cause the aggregate Indebtedness of the Borrowers to the Banks in respect of Committed Credit Loans to exceed the Maximum Committed Credit Amount, (4) will not, when made, cause the aggregate Indebtedness of the Borrowers to State Street Bank in respect of Committed Credit Loans and Swing Line Loans to exceed State Street Bank's Commitment, (5) will not, when made, cause the aggregate Indebtedness of the Borrowers to the Banks in respect of Loans to exceed the Maximum Credit Amount, and (6) will be used by the Borrower only in accordance with the provisions of Section 4.08 hereof. (b) Subject to the terms and conditions of this Agreement, each Bank shall, as soon as practicable on the date of a proposed borrowing, and in no event later than 3:00 p.m. (Boston time) on such date, make available to the Operations Agent, at the Operations Agent's address referred to in Section 15.04 hereof and in immediately available funds, such Bank's ratable portion of the Committed Credit Loan requested. After the Operations Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article VI hereof, the Operations Agent will wire or otherwise remit the proceeds of the Committed Credit Loan in immediately available funds to the account of the Borrower making such Request for Committed Credit Loan specified in such Borrower's standing instructions set forth in SCHEDULE 1 hereto not later than the close of business on the date of such Request for Committed Credit Loan. (c) A Request for Committed Credit Loan shall be irrevocable and binding on the Borrower making such Request for Committed Credit Loan, and if the Committed Credit Loan requested is not borrowed on the date specified therein, such Borrower shall indemnify each Bank and the Operations Agent against any loss or expense (excluding lost profits) reasonably incurred by such Bank or Operations Agent by reason of the liquidation or reemployment of deposits or other funds acquired by such Bank or Operations Agent to fund or maintain the Committed Credit Loan. (d) Unless the Operations Agent shall have received notice from a Bank prior to the time of any borrowing that such Bank will not make available to the Operations Agent its ratable portion of the Committed Credit Loan, the Operations Agent may assume that such Bank has made such portion available to the Operations Agent on the date of such borrowing in accordance with and as provided in Section 2.04(b). The Operations Agent may, in reliance upon such assumption, make available on such date a corresponding amount to the Borrower on whose behalf the Request for Committed Credit Loan was made. If, and to the extent, a Bank shall not have made its ratable portion available to the Operations Agent, and the Operations Agent shall have made available the corresponding amount to the Borrower, such Bank agrees to pay the same to the Operations Agent forthwith on demand, and if such Bank shall fail to do so, the Borrower agrees, subject to Section 2.04(e), to repay such amount to the Operations Agent, within two (2) Banking Days after demand, together with interest thereon at the applicable interest rate for each day from the date the Operations Agent shall have made such amount available to the Borrower until the date such amount is paid or repaid to the Operations Agent. If, in the alternative, the Bank in question shall pay to the Operations Agent the corresponding -11- amount, the amount so paid shall constitute such Bank's Committed Credit Loan as part of the requested borrowing for purposes of this Agreement from the date of such payment to the Operations Agent. (e) The failure of any Bank to make the Committed Credit Loans to be made by it as part of any borrowing shall not relieve any other Bank of its obligation, if any, hereunder to make its Committed Credit Loans on the date of such borrowing, but no Bank shall be responsible for the failure of any other Bank to make the Committed Credit Loan to be made by such other Bank on the date of any borrowing. Notwithstanding the foregoing, in the event that a Bank fails to make available to the Operations Agent its ratable portion of a Committed Credit Loan pursuant to Section 2.04(b), State Street Bank and Deutsche Bank AG, New York Branch, severally and not jointly, agree to make available to the requesting Borrower the amount of any such shortfall as a Committed Credit Loan hereunder; PROVIDED that neither State Street Bank nor Deutsche Bank AG, New York Branch shall be required to make such additional Committed Credit Loans to the extent that the amount thereof, together with all other outstanding Committed Credit Loans (and, in the case of State Street Bank, all outstanding Swing Line Loans) made by such Bank exceeds such Bank's Commitment. Section 2.05. REPAYMENT OF COMMITTED CREDIT LOANS. (a) Each Borrower hereby absolutely and unconditionally, severally and not jointly, promises to pay to the Operations Agent for the account of and in trust for each of the Banks, and each Committed Credit Loan made to such Borrower shall mature and the principal amount thereof become due and payable in full, on the earlier to occur of (i) sixty (60) calendar days after the date such Committed Credit Loan is made and (ii) the Expiration Date. (b) Subject to the foregoing provisions of this Section 2.05, a Borrower may apply all or any portion of the proceeds of any Committed Credit Loan made to such Borrower to the repayment of any unpaid principal amount of any other Loan then outstanding to such Borrower; PROVIDED that no Borrower shall have Loans outstanding hereunder on more than sixty (60) consecutive calendar days. ARTICLE III. SWING LINE OF CREDIT Section 3.01. THE SWING LINE OF CREDIT. Subject to the terms and conditions set forth in this Agreement, the Swing Line Lender agrees to make available to the Borrowers a line of credit pursuant to which the Swing Line Lender, in its sole discretion, may make Swing Line Loans to each Borrower from time to time on any Banking Day during the period from the date hereof to but not including the Expiration Date, as may be requested by such Borrower in accordance with Section 3.03 hereof. At no time shall (i) the aggregate outstanding principal amount of all Swing Line Loans made to the Borrowers hereunder exceed the Swing Line Amount, or (ii) the aggregate outstanding principal amount of all Swing Line Loans made to the Borrowers hereunder PLUS the aggregate outstanding principal amount of all Committed Credit Loans made to the Borrowers by State Street Bank hereunder exceed State Street Bank's Commitment, or (iii) the aggregate outstanding principal amount of all Loans made to the Borrowers hereunder exceed the Maximum Credit Amount, or (iv) the aggregate outstanding principal amount of all Loans made to any Borrower hereunder exceed such Borrower's -12- Borrowing Base. Although it shall be within the sole discretion of the Swing Line Lender to make Swing Line Loans under this Agreement, each Borrower agrees and understands that each request for a Swing Line Loan made by a Borrower shall constitute a representation by such Borrower that the conditions set forth in Section 6.02 hereof have been satisfied on the date of such request. Within the limits of the provisions of this Section 3.01, each Borrower may borrow, prepay pursuant to Section 4.01, and reborrow under this Section 3.01. Section 3.02. SWING LINE LOAN ACCOUNT. The Swing Line Lender will open and maintain a loan account (the "SWING LINE LOAN ACCOUNT") on its books in the name of each Borrower with respect to Swing Line Loans made to such Borrower. Each Swing Line Loan made by the Swing Line Lender will be debited, and each payment or prepayment on account thereof will be credited, to the Swing Line Loan Account; PROVIDED that the failure of the Swing Line Lender to record such amounts in the Swing Line Loan Account shall not affect the obligations of the Borrower hereunder with respect thereto. Each Swing Line Loan Account maintained with respect to a Borrower shall be considered, absent manifest error, PRIMA FACIE evidence of the matters noted therein. Section 3.03. REQUESTS FOR SWING LINE LOANS. (a) Each request by a Borrower for a Swing Line Loan under Section 3.01 hereof (each a "REQUEST FOR SWING LINE LOAN") shall be made by notice to the Swing Line Lender from the Borrower Agent for such Borrower not later than 4:00 p.m. (Boston time) on the Banking Day of the proposed borrowing. Each Request for Swing Line Loan shall be in writing in the form of EXHIBIT B hereto, or made by telephonic communication confirmed not later than 4:00 p.m. (Boston time) the same day by telecopy or other facsimile transmission in the form of EXHIBIT B. The Swing Line Lender may rely upon any telephonic Request for Swing Line Loan which it reasonably believes is made by a Borrower Agent; PROVIDED that the Swing Line Lender shall not advance any Swing Line Loan unless the Swing Line Lender shall have received confirmation of such telephonic Request for Swing Line Loan in the manner set forth above. Each Borrower severally agrees to indemnify and hold the Swing Line Lender harmless for any reasonable action taken, including, without limitation, the making of Swing Line Loans hereunder to such Borrower, or loss or expense incurred, by the Swing Line Lender in good faith reliance upon such telephonic Request for Swing Line Loan; PROVIDED that no Borrower shall be liable for any such action, loss or expense to the extent that the same shall result from the gross negligence or willful misconduct of the Swing Line Lender. At the time of the initial Request for Swing Line Loan made under this Section 3.03(a), each Borrower shall have provided the Swing Line Lender with an Officer's Certificate as required by Section 6.01(e). Each Borrower hereby agrees that (i) the Swing Line Lender shall be entitled to rely upon the Officer's Certificate in its possession until it is superseded by a more recent Officer's Certificate, and (ii) each Request for Swing Line Loan submitted by a Borrower shall (A) obligate such Borrower to borrow the principal amount of the Swing Line Loan requested thereby, and (B) constitute a representation and warranty by such Borrower to the Swing Line Lender that (1) the Swing Line Loan requested thereby is permitted under such Borrower's most recent Prospectus, (2) will not, when made, cause the aggregate Indebtedness of such Borrower in respect of Loans to exceed such Borrower's Borrowing Base, (3) will not, when made, cause the aggregate Indebtedness of the Borrowers to the Swing Line Lender in respect of Swing Line Loans to exceed the Swing Line Amount, (4) will not, when made, cause the aggregate Indebtedness of the Borrowers to State -13- Street Bank in respect of Committed Credit Loans and Swing Line Loans to exceed State Street Bank's Commitment, (5) will not, when made, cause the aggregate Indebtedness of the Borrowers to the Banks in respect of Loans to exceed the Maximum Credit Amount, and (6) will be used by the Borrower only in accordance with the provisions of Section 4.08 hereof. (b) Upon fulfillment of the applicable conditions set forth in Article VI hereof, the Swing Line Lender promptly will wire or otherwise remit the proceeds of the Swing Line Loan in immediately available funds to the account of the Borrower making such Request for Swing Line Loan specified in such Borrower's standing instructions set forth in SCHEDULE 1 hereto not later than the close of business on the date of such Request for Swing Line Loan. (c) A Request for Swing Line Loan shall be irrevocable and binding on the Borrower making such Request for Swing Line Loan, and if the Swing Line Loan requested is not borrowed on the date specified therein, such Borrower shall indemnify the Swing Line Lender against any loss or expense (excluding lost profits) reasonably incurred by the Swing Line Lender by reason of the liquidation or reemployment of deposits or other funds acquired by the Swing Line Lender to fund or maintain the Swing Line Loan. Section 3.04. REPAYMENT OF SWING LINE LOANS. (a) Each Borrower hereby absolutely and unconditionally, severally and not jointly, promises to pay to the Swing Line Lender, and each Swing Line Loan made to such Borrower shall mature and the principal amount thereof become due and payable in full, on the earlier to occur of (i) seven (7) Banking Days after the date such Swing Line Loan is made and (ii) the Expiration Date. (b) Subject to the foregoing provisions of this Section 3.04, a Borrower may apply all or any portion of the proceeds of any Swing Line Loan made to such Borrower to the repayment of any unpaid principal amount of any other Loan then outstanding to such Borrower; PROVIDED that no Borrower shall have Loans outstanding hereunder on more than sixty (60) consecutive calendar days. Section 3.05. REFUNDING OF SWING LINE LOANS. (a) The Swing Line Lender, at any time in its sole and absolute discretion may, and on the seventh Banking Day after the borrowing of a Swing Line Loan by a Borrower (if such Swing Line Loan has not been repaid in full) shall, on behalf of such Borrower (and such Borrower hereby irrevocably directs the Swing Line Lender to so act on its behalf and with respect to such Borrower) upon notice given by the Swing Line Lender no later than 1:00 p.m. (Boston time) on the relevant refunding date, request each Bank to make, and each Bank hereby agrees to make, a Committed Credit Loan to such Borrower in an amount equal to such Bank's Facility Percentage of the amount of such Swing Line Loan (the "REFUNDED SWING LINE LOAN") outstanding on the date of such notice, to repay the Swing Line Lender. Each Bank shall make the amount of such Committed Credit Loan available to the Operations Agent in immediately available funds not later than 3:00 p.m. (Boston time) on the date of such notice. The proceeds of such Committed Credit Loans shall be distributed by the Operations Agent to the Swing Line Lender and immediately applied by the Swing Line Lender to repay the Refunded Swing Line -14- Loans. Effective on the day such Committed Credit Loans are made, the portion of the Swing Line Loans so paid shall no longer be outstanding as Swing Line Loans. (b) If, prior to the making of a Committed Credit Loan to a Borrower pursuant to Section 3.05(a) hereof, an Event of Default shall have occurred and be continuing, each Bank severally, unconditionally and irrevocably agrees that it shall purchase a participating interest in the applicable Swing Line Loans (the "UNREFUNDED SWING LINE LOANS") in an amount equal to the amount of Committed Credit Loans which otherwise would have been made by such Bank pursuant to Section 3.05(a). Each Bank shall immediately transfer to the Operations Agent, in immediately available funds, the amount of its participation (the "SWING LINE PARTICIPATION AMOUNT"), and the proceeds of such participation shall be distributed by the Operations Agent to the Swing Line Lender in such amount as will reduce the amount of the participating interest retained by the Swing Line Lender in its Swing Line Loans to the amount of the Committed Credit Loans which were to have been made by the Swing Line Lender pursuant to Section 3.05(a). (c) Whenever, at any time after the Swing Line Lender has received from any Bank such Bank's Swing Line Participation Amount, the Swing Line Lender receives any payment on account of the Swing Line Loans, the Swing Line Lender will distribute to such Bank its Swing Line Participation Amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Bank's participating interest was outstanding and funded and, in the case of principal and interest payments, to reflect such Bank's PRO RATA portion of such payment, if such payment is not sufficient to pay the principal of and interest on all Swing Line Loans then due); PROVIDED, HOWEVER, that, in the event that such payment received by the Swing Line Lender is required to be returned, such Bank will return to the Swing Line Lender any portion thereof previously distributed to it by the Swing Line Lender with interest, as appropriate. (d) Each Bank's obligation to make the Committed Credit Loans referred to in Section 3.05(a) and to purchase participating interests pursuant to Section 3.05(b) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any setoff, counterclaim, recoupment, defense or other right which such Bank may have against the Swing Line Lender or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or the failure to satisfy any of the other conditions specified in Section 6.02 hereof; (iii) any adverse change in the condition (financial or otherwise) of any Borrower; (iv) any breach of this Agreement or any other Loan Document by any Borrower or Bank; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. ARTICLE IV. CERTAIN COMMON PROVISIONS Section 4.01. OPTIONAL PREPAYMENTS; CERTAIN MANDATORY PREPAYMENTS. (a) Each Borrower shall have the right at any time, without premium or penalty, to prepay the Committed Credit Loans made to such Borrower hereunder, in whole or in part, upon telephonic notice to the Operations Agent of its intention to prepay such Committed Credit Loans prior to 1:00 p.m. (Boston time) on the date such prepayment is to be made; -15- PROVIDED, HOWEVER, that each such prepayment (other than a prepayment in full) shall be in an amount of $1,000,000 or an integral multiple thereof; and FURTHER PROVIDED that each such telephonic notice shall be confirmed in writing not later than 1:30 p.m. (Boston time) the same day by telecopy or other facsimile transmission in the form of EXHIBIT C. (b) Each Borrower shall have the right at any time, without premium or penalty, to prepay the Swing Line Loans made to such Borrower hereunder, in whole or in part, upon telephonic notice to the Swing Line Lender of its intention to prepay such Swing Line Loan prior to 4:00 p.m. (Boston time) on the date such prepayment is to be made; PROVIDED, HOWEVER, that each such telephonic notice shall be confirmed in writing not later than 4:00 p.m. (Boston time) the same day by telecopy or other facsimile transmission in the form of EXHIBIT D. (c) If, at any time, the aggregate unpaid principal amount of Loans to any Borrower shall exceed such Borrower's Borrowing Base, the Borrower shall immediately prepay such excess amount within three (3) Banking Days. (d) Upon any reduction of the Maximum Committed Credit Amount pursuant to Section 2.02(a) hereof or otherwise, or if, at any time, the aggregate unpaid principal amount of Committed Credit Loans exceeds the Maximum Committed Credit Amount, each Borrower that, at such time, has outstanding Committed Credit Loans agrees to prepay within three (3) Banking Days after demand by the Banks or the Operations Agent, on behalf of the Banks, its PRO RATA portion of the amount, if any, by which the aggregate unpaid principal amount of Committed Credit Loans made to the Borrowers hereunder exceeds the Maximum Committed Credit Amount. (e) If, at any time, the aggregate unpaid principal amount of Swing Line Loans exceeds the Swing Line Amount, each Borrower that, at such time, has outstanding Swing Line Loans agrees to prepay within three (3) Banking Days after demand by the Swing Line Lender its PRO RATA portion of such excess amount. (f) Upon any reduction of the Maximum Credit Amount pursuant to Section 2.02(a) hereof or otherwise, or if, at any time, the aggregate unpaid principal amount of Loans exceeds the Maximum Credit Amount, each Borrower that, at such time, has outstanding Loans agrees to prepay within three (3) Banking Days after demand by the Banks or the Operations Agent, on behalf of the Banks, its PRO RATA portion of such excess amount. Section 4.02. PLACE AND MODE OF PAYMENTS; COMPUTATIONS. (a) Each Borrower shall give notice to the Operations Agent of each payment to be made by it hereunder in respect of Committed Credit Loans not later than 1:00 p.m.(Boston time) on the day when due; PROVIDED that such notice, if made by telephonic communication, shall be confirmed in writing not later than 1:30 p.m. (Boston time) the same day by telecopy or other facsimile transmission in the form of EXHIBIT C. Each such payment shall be made in lawful money of the United States to the Operations Agent at its address set forth in Section 15.04 in immediately available and freely transferable funds, and shall be received by the Operations Agent not later than 2:00 p.m. (Boston time) on the day when due. The Operations Agent will, promptly after its receipt thereof, distribute like funds relating to the payment of -16- principal, interest, Commitment Fees or other amounts payable to the Banks for their respective accounts, as appropriate. (b) Each Borrower shall give notice to the Swing Line Lender of each payment to be made by it hereunder in respect of Swing Line Loans not later than 4:00 p.m. (Boston time) on the day when due; PROVIDED that such notice, if made by telephonic communication, shall be confirmed in writing not later than 4:00 p.m. (Boston time) the same day by telecopy or other facsimile transmission in the form of EXHIBIT D. Each such payment shall be made in lawful money of the United States to the Swing Line Lender at its address set forth on Section 15.04 in immediately available and freely transferable funds, and shall be received by the Swing Line Lender not later than 5:00 p.m. (Boston time) on the day when due. (c) Unless the Operations Agent shall have received notice from a Borrower prior to the date on which any payment is due to the Banks hereunder that such Borrower will not make such payment in full, the Operations Agent may assume that such Borrower has made such payment in full to the Operations Agent on such date and the Operations Agent may (but it shall not be required to), in reliance upon such assumption, cause to be distributed to each Bank on such due date an amount equal to the amount then due such Bank. If and to the extent that such Borrower shall not have so made such payment, each Bank shall repay to the Operations Agent forthwith on demand such amount distributed to such Bank, together with interest thereon, for each day from the date such amount was so distributed until the date such Bank repays such amount to the Operations Agent, calculated at the Federal Funds Effective Rate, or, if such amount is not repaid to the Operations Agent within three (3) Banking Days, at the rate applicable to the Loan purported to be repaid or prepaid by such Borrower. (d) All payments by the Borrowers hereunder shall be made without setoff or counterclaim and free and clear of and without deduction or withholding of any kind (all of which will be paid by the Borrowers for their respective accounts if required by law prior to the date penalties are attached). If any such deduction or withholding obligation is imposed upon a Borrower with respect to any amount payable by it hereunder in respect of Committed Credit Loans, it will pay to the Operations Agent, for the benefit of the affected Bank(s), on the date on which such amount becomes due and payable hereunder such additional amount as shall be necessary to enable each of the Banks to receive the same net amount which each would have received on such due date had no such obligation been imposed upon such Borrower. If any such deduction or withholding obligation is imposed upon a Borrower with respect to any amount payable by it hereunder in respect of Swing Line Loans, it will pay to the Swing Line Lender on the date on which such amount becomes due and payable hereunder such additional amount as shall be necessary to enable the Swing Line Lender to receive the same net amount which it would have received on such due date had no such obligation been imposed upon such Borrower. The foregoing provisions of this Section 4.02(d) shall not apply, in the case of each Bank (or permitted assignee of any Bank or any participant), the Swing Line Lender and the Operations Agent, (i) to taxes imposed upon or by reference to its overall net income, profits or gains, or (ii) to franchise taxes imposed on it except in a jurisdiction in which such Bank, the Swing Line Lender or the Operations Agent is not doing business other than extending credit hereunder to the Borrowers, or (iii) if such Bank, the Swing Line Lender or the Operations Agent does not comply with the provisions of Section 4.06 hereof. Notwithstanding anything herein to the contrary, no financial institution organized under the laws of a jurisdiction other than the -17- United States of America or any political subdivision thereof shall be a Bank hereunder or a permitted assignee of any Bank or participant unless it shall certify, as of the date of its becoming a Bank hereunder or, as the case may be, as of the effective date of such assignment or participation, that it is not subject to withholding taxes on its United States source income; PROVIDED that if a financial institution is or becomes a Bank hereunder or a permitted assignee of any Bank or participant and it shall be unable to make such certification, each Borrower agrees to pay in a timely manner any obligation imposed on such Borrower for withholding taxes on the institution's United States source income, but such Borrower shall not be required to pay such additional amount to the Operations Agent for the benefit of the affected institution(s) as otherwise provided in this Section 4.02(d). Even with such certification, any permitted assignee of any Bank or participant shall be subject to this Section 4.02(d) and the provisions of Section 4.06; PROVIDED that in no event shall any permitted assignee of any Bank or participant be entitled to receive any greater amount pursuant to this Section 4.02(d) than the original Bank would have been entitled to receive. Each Borrower will deliver promptly to the Operations Agent or the Swing Line Lender, as applicable, certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by such Borrower hereunder. Each Bank, each permitted assignee of any Bank, and each participant agrees that it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions, and sol long as such efforts would not be materially disadvantageous to it) promptly to designate a different lending office if the designation of such alternative office would reduce or eliminate any required payments by the Borrower under this Section 4.02(d). (e) If any sum would, but for the provisions of this Section 4.02(e), become due and payable to the Banks (or any of them) or the Swing Line Lender by a Borrower under this Agreement on any day which is not a Banking Day, then such sum shall become due and payable on the Banking Day next succeeding the day on which such sum would otherwise have become due and payable hereunder, and interest and fees payable to the Banks (or any of them) or the Swing Line Lender under this Agreement shall be adjusted accordingly. (f) All computations of interest and fees, including Commitment Fees, payable under this Agreement in respect of Committed Credit Loans shall be made by the Operations Agent on the basis of a 360-day year and paid for the actual number of days elapsed. All computations of interest and fees payable under this Agreement in respect of Swing Line Loans shall be made by the Swing Line Lender on the basis of a 360-day year and paid for the actual number of days elapsed. (g) Each determination of an interest rate applicable to Committed Credit Loans by the Operations Agent pursuant to this Agreement shall be conclusive and binding on the Borrowers and the Banks if made in good faith and in the absence of manifest error. Each determination of an interest rate applicable to Swing Line Loans by the Swing Line Lender pursuant to this Agreement shall be conclusive and binding on the Borrowers if made in good faith and in the absence of manifest error. Section 4.03. INTEREST. (a) Each Borrower hereby absolutely and unconditionally, severally and not jointly, promises to pay (i) to the Operations Agent for the ratable benefit of the Banks, in the -18- case of Committed Credit Loans, and (ii) to the Swing Line Lender, in the case of Swing Line Loans, and there shall become absolutely due and payable, at the times specified in Section 4.03(b) below, all of the unpaid interest accrued on the principal amount of the Loans outstanding to such Borrower hereunder from time to time. Whenever any interest on and any principal of the Loans are paid simultaneously hereunder, the whole amount paid shall be applied first to interest then due and payable. (b) Except as otherwise provided in Section 4.04 hereof, the outstanding principal amount of each Loan shall bear interest from the date of such Loan until repayment thereof in full at the Federal Funds Rate. Interest accrued on each Loan to a Borrower shall be payable monthly in arrears on the fifteenth Banking Day of each calendar month for the immediately preceding calendar monthly period, and at the expiration or earlier termination of this Agreement with respect to such Borrower. Thereafter, interest shall be payable on demand. (c) Subject to the provisions of Sections 2.05(b) and 3.04(b) hereof, any Borrower may apply all or any portion of the proceeds of any Loan made to such Borrower to the payment of any accrued and unpaid interest on any other Loan then outstanding to such Borrower. Section 4.04. OVERDUE PRINCIPAL AND INTEREST. In the event that any Borrower shall fail to make any payment of principal of, or interest on, any Loan when due, whether at maturity or by acceleration or otherwise, interest on such unpaid principal and (to the extent permitted by law) on such unpaid interest shall thereafter be payable on demand at a rate per annum equal to two percent (2%) above the rate otherwise applicable to such Loan hereunder. Section 4.05. LIMITATION ON INTEREST. No provision of this Agreement shall require the payment or permit the collection of interest in excess of the rate then permitted by applicable law. Section 4.06. WITHHOLDING TAX EXEMPTION. No later than five (5) Banking Days prior to the first date on which interest or fees are payable hereunder for the account of any Bank, each Bank that is not incorporated under the laws of the United States of America or a state thereof agrees that it will deliver to the Borrowers and the Operations Agent, two duly completed copies of the United States Internal Revenue Service Form W-8BEN or W-8ECI (or any successor forms), certifying in either case that such Bank is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes. Each Bank which so delivers a Form W-8BEN or W-8ECI further undertakes to deliver to the Borrowers and the Operations Agent two additional copies of such form (or a successor form) on or before the date that such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent form so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrowers or the Operations Agent, in each case certifying that such Bank is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes, unless an event (including, without limitation, any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Bank from duly completing and delivering any such form with respect to it and such Bank advises the Borrowers and the -19- Operations Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax. Section 4.07. INCREASED CAPITAL REQUIREMENTS. If any Bank shall have determined that the adoption or implementation of any applicable law, rule or regulation regarding capital requirements for banks or bank holding companies, or any change therein (including, without limitation, any change according to a prescribed schedule of increasing requirements, whether or not known on the date of this Agreement), or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Bank with any request or directive of any such Person regarding capital adequacy (whether or not having the force of law) has the effect of reducing the return on such Bank's capital to a level below that which such Bank could have achieved (taking into consideration such Bank's policies with respect to capital adequacy immediately before such adoption, implementation, change or compliance and assuming that such Bank's capital was fully utilized prior to such adoption, implementation, change or compliance) but for such adoption, implementation, change or compliance as a consequence of such Bank's participation in the credit facilities established hereunder, including its commitment to make Committed Credit Loans, by any amount reasonably deemed by such Bank to be material, the Borrowers shall, upon five (5) Banking Days' prior notice to the Borrower Agent for each Borrower from such Bank (with a copy to the Operations Agent), pay to the Operations Agent for the benefit of such Bank as an additional fee from time to time on demand such amount as such Bank shall have determined to be necessary to compensate it for such reduction. The determination by such Bank (in consultation with the Operations Agent) of such amount, if done in good faith on the basis of any reasonable averaging and attribution methods, shall, in the absence of manifest error, be conclusive, and, at the request of the Borrowers, such Bank shall demonstrate the basis for such determination. No Borrower shall be required to compensate any Bank under this Section 4.07 for any reduction incurred more than 180 days prior to the date such Bank notifies the Borrower Agent of the event giving rise to such reduction and of such Bank's intention to claim compensation therefor. Section 4.08. USE OF PROCEEDS. Each Borrower will use the proceeds of the Loans solely for temporary or emergency purposes, including, without limitation, the temporary financing of repurchases or redemptions of Shares of such Borrower and, in the case of any Borrower that is a closed-end Investment Company, the payment of dividends; PROVIDED that such use of proceeds shall either (i) constitute an "Exempt" Transaction" as described in section 221.6(f) of Regulation U (12 CFR Part 221) of the Board or shall otherwise constitute an "Exempted Transaction" under, or shall not constitute a "purpose credit" for purposes of, Regulation U, or (ii) such use of proceeds shall not otherwise cause such Loans to violate the provisions of Regulation U. Without limiting the foregoing, no Borrower will, directly or indirectly, use any part of such proceeds for any purpose which would violate any provision of any applicable statute, regulation, order or restriction. In the event that the proposed use of proceeds of any Loan to a Borrower shall not constitute an "Exempted Transaction" under Regulation U, but shall nonetheless constitute a "purpose credit" for purposes thereof, the Borrower, at the time the Borrowing Request is made, shall furnish each Bank, the relevant lending Bank or the Swing Line Lender (as applicable) with a statement in conformity with the requirements of Federal Reserve Form F.R. U-1 referred to in said Regulation U. -20- Section 4.09. BORROWER AGENTS. Each Borrower hereby appoints each person who shall now or hereafter serve as an Authorized Officer of the Borrower to act as its agent hereunder (individually, a "BORROWER AGENT" and collectively, the "BORROWER AGENTS") with such powers as are specifically delegated to the Borrower Agents by the terms of this Agreement, together with such other powers as are reasonably incidental thereto. Each Borrower shall cause its respective Borrower Agents: (i) to prepare and submit Borrowing Requests in compliance with the terms hereof; (ii) to notify the Operations Agent pursuant to Section 2.02 of the termination of this Agreement and the termination or reduction of the Commitments; and (iii) upon the admission of any new Borrower pursuant to Article XIII, the withdrawal of a Borrower pursuant to Section 2.02(b) or at such other times as the Borrowers shall deem it appropriate, to promptly reallocate the percentages of the Commitment Fee and other fees and expenses payable by each Borrower hereunder among the Borrowers entitled to borrow hereunder, after giving effect to such admission or withdrawal, as the case may be, if any, and notify the Operations Agent in a writing signed by one or more Borrower Agents on behalf of each Borrower (with copies to each Bank and the Swing Line Lender) of the new percentages, at which time SCHEDULE 1 shall be revised to reflect the adjustment in such percentages and/or the admission or withdrawal, as the case may be, of such Borrower. Section 4.10. TAKE-OUT OF INDIVIDUAL BANKS. Upon the assertion of a claim for additional fees and expenses under Sections 4.02(d), 4.06, 4.07 or 5.01(b) by any Bank, other than a claim based on facts or circumstances affecting financial institutions generally, the Borrowers may (so long as no Default exists or would result after giving effect to the Borrowers' action under this Section 4.10) prepay in full all Loans and other obligations owed the individual Bank or Banks with respect to which the Borrowers are exercising their rights hereunder (including, without limitation, any amounts owed to such Bank or Banks under Sections 4.02(d), 4.06, 4.07 and 5.01(b)), and terminate the Commitment(s) of such Bank(s), in each case after appropriate notice as required by Sections 2.02(a) and 4.01, and subject to all other provisions of this Agreement. Except as provided hereinbelow, such action shall reduce the Maximum Committed Credit Amount by the relevant amount and shall result in an automatic corresponding change in the remaining Banks' Facility Percentages so that they total one hundred percent (100%). Notwithstanding the foregoing, in the event that the Borrowers and the Operations Agent are able to reach agreement with a substitute commercial bank(s) to simultaneously accept the Commitment(s) being terminated pursuant to this Section 4.10, and to thereby become a Bank hereunder, the Maximum Committed Credit Amount shall not be reduced and the Facility Percentages shall remain unchanged, other than to effect the change to the substitute Bank(s). The substitute commercial bank(s) shall become a Bank hereunder upon the effective date of such substitution, at which time the Operations Agent shall revise SCHEDULE 2 to reflect the necessary changes. The Operations Agent shall forward a copy of the revised SCHEDULE 2 to the Banks and the Borrowers. Section 4.11. SHARING OF PAYMENTS; ETC. If any Bank shall obtain any payment on account of the Committed Credit Loans (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) in excess of its ratable share (according to the then outstanding principal amount of the Committed Credit Loans) of payments on account of the Committed Credit Loans obtained by all Banks (other than as a result of payments made pursuant to Sections 2.04(c), 4.02(d), 4.07 or 5.01 hereof), the Bank shall purchase from the other Banks such participations in the Committed Credit Loans held by them as shall cause the purchasing Bank to -21- share such payment ratably according to the then outstanding principal amount of the Committed Credit Loans with each of them; PROVIDED that if all or any portion of such payment is thereafter recovered from the purchasing Bank, the purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. Each Borrower agrees that any Bank so purchasing a participation in such Borrower's Committed Credit Loans from another Bank pursuant to this Section 4.11 may, to the fullest extent permitted by law, exercise all its rights of payment with respect to such participation as fully as if such Bank were the direct creditor of such Borrower in the amount of such participation. ARTICLE V. FEES Section 5.01. COMMITMENT FEES. (a) The Borrowers shall pay to the Operations Agent for the ratable benefit of the Banks, and in accordance with the Specified Percentages, a commitment fee (the "COMMITMENT FEE") for the period commencing on the date hereof to and including the termination of the Commitments hereunder equal to seven and one-half (7-1/2) basis points (75/1000 of 1%) per annum of the average daily unused portion of the Commitments without reduction for outstanding Swing Line Loans. The Commitment Fee shall be payable quarterly in arrears on the fifteenth Banking Day of each April, July, October and January of each year for the calendar quarter ending as of the last day of the immediately preceding month, commencing on the first such date next succeeding the date hereof, and, in connection with the partial reduction of the Maximum Committed Credit Amount in accordance with Section 2.02(a) hereof, on the date of such reduction, and on the date of any termination of any of the Commitments. With respect to each quarterly payment, the Commitment Fee shall be computed on the basis of the average daily unused portion of the Commitments during such quarter or shorter period without reduction for Swing Line Loans outstanding during such period. (b) Without duplication of the amounts payable pursuant to Section 4.07 hereof, if any change in any requirement imposed upon any Bank by any law of the United States of America or any state or political subdivision thereof to which such Bank may be subject or by any regulation, order, interpretation, ruling or official directive (whether or not having the force of law) of the Board, the FDIC or any other board or governmental or administrative agency of the United States of America or any state or political subdivision thereof to which such Bank may be subject shall impose, increase, modify or deem applicable any reserve, special deposit, assessment or other requirement against the Commitment of such Bank hereunder, and the result of the foregoing, in the reasonable determination of such Bank (in consultation with the Operations Agent), is to impose a cost on such Bank that is attributable to it maintaining its Commitment hereunder, then upon five (5) Banking Days' prior notice to the Borrowers from such Bank (with a copy to the Operations Agent), the Commitment Fee payable to such Bank shall be increased, for so long as such increased cost is imposed, to the extent such Bank determines is necessary to compensate it for such increased cost. The determination by such Bank of the amount thereof, if made in good faith, shall, in the absence of manifest error, be conclusive, and, at the request of the Borrowers, such Bank shall demonstrate the basis for such determination. -22- (c) No portion of the Commitment Fee paid by any Borrower shall be subject to refund, reduction or proration, PROVIDED, HOWEVER, if, after any adjustment in the Commitment Fee pursuant to paragraph (b) of this Section 5.01, any part of the increased cost paid by a Bank is subsequently recovered, such Bank shall reimburse the Borrowers to the extent of the amount so recovered. A certificate of an officer of such Bank setting forth the amount of such recovery and the basis thereof (or such other communication as shall be consistent with the policy of such Bank), if made in good faith, shall, in the absence of manifest error, be conclusive. Section 5.02. OPERATIONS AGENT'S FEE. The Borrowers shall pay, in accordance with the Specified Percentages, the Operations Agent for its own account a fee (the "OPERATIONS AGENT'S FEE") equal to Fifteen Thousand Dollars ($15,000.00). The Operations Agent's Fee shall be payable annually in advance on the date of this Agreement and on the effective date of any renewal of the Commitments pursuant to Article XIV hereof. Section 5.03. ADMINISTRATIVE AGENT'S FEE. The Borrowers shall pay, in accordance with the Specified Percentages, the Administrative Agent for its own account on the date of this Agreement a fee (the "ARRANGING Fee") in an amount to be agreed upon by the Borrowers and the Administrative Agent. Section 5.04. ALLOCATION FEE. The Borrowers shall pay, in accordance with the Specified Percentages, the Operations Agent for the ratable benefit of the Banks on the date of this Agreement an allocation fee (the "ALLOCATION FEE") in an amount equal to two and one-half (2-1/2) basis points (25/1000 of 1%) of the aggregate Commitments. ARTICLE VI. CONDITIONS PRECEDENT Section 6.01. CONDITIONS TO CLOSING. At the time this Agreement is duly executed and delivered by the Borrowers: (a) Each Loan Document shall be in form and substance satisfactory to the Operations Agent and each Bank, shall have been duly and properly authorized, executed and delivered by the respective party or parties thereto, and shall be in full force and effect on the date hereof. Executed original counterparts of each Loan Document shall have been furnished to the Operations Agent with sufficient copies for itself and the other Banks; (b) The Operations Agent shall have received from each Borrower (with sufficient copies for itself and the other Banks) certified copies of its charter, articles of association, declaration of trust and bylaws, as applicable, and copies of its most recent Prospectus; (c) The Operations Agent shall have received from each Borrower (with sufficient copies for itself and the other Banks) a long-form legal existence certificate, together with a good standing certificate, issued with respect to such Borrower as of a recent date by the relevant governmental authority in the jurisdiction of such Borrower's organization. (d) The Operations Agent shall have received from each Borrower (with sufficient copies for itself and the other Banks) certified copies of all documents relating to its due authorization and execution of the Loan Documents as the Operations Agent and the Banks -23- may reasonably request, including, without limitation, all resolutions of such Borrower's Board of Trustees or Board of Directors, as applicable, authorizing (i) its execution and delivery of each of the Loan Documents to which it is or is to become a party, (ii) its performance of all of its agreements and obligations under each of such documents, and (iii) the borrowings and other transactions contemplated by this Agreement; (e) The Operations Agent shall have received from each Borrower (with sufficient copies for itself and the other Banks) a certificate (an "OFFICER'S CERTIFICATE"), dated the date hereof, signed by the Secretary or Assistant Secretary of such Borrower, setting forth the name and bearing a specimen signature of each individual who shall be authorized to (i) sign, in the name and on behalf of such Borrower, each Loan Document to which it is a party, and (ii) give notices and to take other action on behalf of such Borrower in connection with the transactions contemplated by this Agreement; (f) The Operations Agent shall have received for itself and each of the other Banks from each Borrower a duly completed and executed Federal Reserve Form F.R. U-1; (g) The Operations Agent shall have received from each Borrower (with sufficient copies for itself and the other Banks) a copy of such Borrower's current Year 2000 Disclosure in accordance with Section 7.18 hereof; (h) The Operations Agent shall have received from the Borrowers (with sufficient copies for itself and the other Banks) the favorable opinion or opinions of counsel for the Borrowers, dated as of the date hereof and addressing the substantive issues set forth in EXHIBIT G hereto, such opinion or opinions to be reasonably satisfactory to the Operations Agent and the Banks; (i) Each Borrower shall have performed and complied in all material respects with all terms and conditions herein required to be performed or complied with by it on or prior to the date hereof, and the consummation of the transactions on the date hereof shall not result in a Default; (j) The Operations Agent shall have received from each Borrower (with sufficient copies for itself and the other Banks) a certificate, dated as of the date hereof and in form and substance satisfactory to the Operations Agent and the Banks, in which such Borrower shall represent and warrant to the Operations Agent and the Banks all of the matters set forth in Article VII hereof, and shall represent and warrant to the Operations Agent and the Banks that the conditions precedent set forth in paragraph (i) of this Section 6.01 are satisfied at and as of the date of this Agreement; (k) The Operations Agent shall have received the Operations Agent's Fee from the Borrowers as provided in Section 5.02 hereof; (l) The Administrative Agent shall have received the Arranging Fee from the Borrowers as provided in Section 5.03 hereof; (m) The Operations Agent shall have received for the ratable benefit of the Banks the Allocation Fee from the Borrowers as provided in Section 5.04 hereof; -24- (n) The Operations Agent shall received evidence reasonably satisfactory to the Operations Agent and the Banks of the termination of existing credit facilities with Deutsche Bank AG and PNC Bankcorp; (o) The Operations Agent and the Banks shall be satisfied that there has been no material adverse change in the business, assets, operations, prospects or condition (financial or otherwise) of any Borrower since the date of the latest financial statements delivered to the Operations Agent and Banks and referred to in Section 7.02 hereof; (p) Without, in any way, limiting the scope of paragraph (o) above, the Operations Agent and the Banks shall be satisfied that there has been no material adverse change in any law, rule, regulation, decree or order of any governmental authority binding upon any Borrower or otherwise applicable to the Operations Agent, the Banks or any Borrower; and (q) The Operations Agent and the Banks shall have received all other information and documents which the Operations Agent and the Banks may reasonably have requested in connection with the transactions contemplated by this Agreement, such information and documents where appropriate to be certified by the proper officers of each Borrower or governmental authorities. Section 6.02. CONDITIONS PRECEDENT TO ALL LOANS. The obligation of the Banks to make any Committed Credit Loan to a Borrower, and/or the Swing Line Lender to make any Swing Line Loan hereunder to a Borrower (it being understood that any decision to make a Swing Line Loan to a Borrower shall be within the sole discretion of the Swing Line Lender), is subject to the following conditions: (a) Either (i) the Operations Agent shall have received a Request for Committed Credit Loan from such Borrower as required by Section 2.04(a) hereof, or (ii) the Swing Line Lender shall have received a Request for Swing Line Loan from such Borrower as required by Section 3.03(a) hereof; (b) The representations and warranties of such Borrower contained in Article VII hereof shall be true on and as of such date as if they had been made on such date (except to the extent that such representations and warranties expressly relate to an earlier date or are affected by the consummation of transactions permitted under this Agreement); (c) Such Borrower shall be in compliance in all material respects with all of the terms and provisions set forth herein on its part to be observed or performed on or prior to such date; (d) The making of the Loan shall not contravene any law, regulation, decree or order binding on such Borrower, the Operations Agent, the Swing Line Lender or the Banks; and (e) After giving effect to the Loans to be made on such date to such Borrower, no Default with respect to such Borrower, shall have occurred and be continuing. -25- Each Borrowing Request made by a Borrower shall constitute a representation and warranty by such Borrower to the Operations Agent and the Banks (in the case of a Request for Committed Credit Loan) and the Swing Line Lender (in the case of a Request for Swing Line Loan) that all of the conditions specified in this Section 6.02 have been satisfied in all material respects by such Borrower as of the date of the Loan. ARTICLE VII. REPRESENTATIONS AND WARRANTIES In order to induce the Banks and the Operations Agent to enter into this Agreement and to make the Loans provided for hereunder, each Borrower, severally and not jointly, makes the following representations and warranties with respect to itself, which shall survive the execution and delivery hereof; PROVIDED that, where appropriate, the reference herein to "the Borrower" shall be deemed to be a reference to the Investment Company of which such Borrower is a Portfolio: Section 7.01. ORGANIZATION, STANDING, ETC. OF THE BORROWER. SCHEDULE 1 accurately and completely lists the full legal name of the Borrower, its principal business address, the nature of its organization and the jurisdiction of its organization. The Borrower is legally organized as specified on SCHEDULE 1, validly existing and in good standing under the laws of the jurisdiction of its organization and has all requisite power and authority to own and operate its properties and assets, to carry on its business as now conducted and proposed to be conducted, to enter into this Agreement and all other documents to be executed by it in connection with the transactions contemplated hereby and to carry out the terms hereof and thereof. Section 7.02. FINANCIAL INFORMATION; DISCLOSURE; ETC. The statement of assets and liabilities (or statement of net assets, as applicable) of the Borrower as of its most recently ended fiscal year for which annual reports have been prepared and the related statements of operations and of changes in net assets for the fiscal year ended on such date, copies of which financial statements, certified by the independent public accountants for the Borrower, have heretofore been delivered to the Operations Agent and the Banks, fairly present, in all material respects, the financial position of the Borrower as of such date and the results of its operations for such period, in conformity with GAAP. Since the date of the latest financial statements so delivered to the Operations Agent and the Banks, there has been no material adverse change in the business, assets, operations, prospects or condition (financial or otherwise) of the Borrower. Neither this Agreement nor any financial statements, reports or other documents or certificates furnished to the Operations Agent and the Banks by the Borrower in connection with the transactions contemplated hereby or thereby (when taken as a whole) contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements herein or therein contained not misleading. None of the Loans will render the Borrower unable to pay its debts as they become due; the Borrower is not contemplating either the filing of a petition by it under any state or federal bankruptcy or insolvency laws or the liquidation of all or a major portion of its property except in the ordinary course of the Borrower's business; and the Borrower has no knowledge of any Person contemplating the filing of any such petition against it. Section 7.03. LITIGATION; ETC. There is no action, proceeding or investigation pending or threatened (or any basis therefor known to the Borrower) which questions the validity of this -26- Agreement or the other documents executed in connection herewith, or any action taken or to be taken pursuant hereto. Except as disclosed in Schedule 7.03 hereto, there is no such action, proceeding or investigation pending or threatened in which there is a reasonable possibility of an adverse decision and which could, either in any case or in the aggregate, adversely affect the ability of the Borrower to perform its obligations hereunder or under the other documents executed in connection herewith. Section 7.04. AUTHORIZATION; COMPLIANCE WITH OTHER INSTRUMENTS. The execution, delivery and performance of this Agreement and the other Loan Documents have been duly authorized by all necessary action on the part of the Borrower, will not result in any violation of or be in conflict with or constitute a default under any term of the Prospectus of the Borrower or of its charter, articles of association, declaration of trust or bylaws, or of any investment, borrowing or other similar type of policy or restriction to which the Borrower is subject or of any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to the Borrower, or result in the creation of any mortgage, lien, charge or encumbrance upon any of the properties or assets of the Borrower pursuant thereto. The Borrower is not in violation of any material term of its Prospectus or of its charter, articles of association, declaration of trust or bylaws, or of any investment, borrowing or other similar type of policy or restriction to which the Borrower is subject or of any material term of any material agreement or instrument to which it is a party, or, to the best of the Borrower's knowledge, of any judgment, decree, order, statute, rule or governmental regulation applicable to it, the violation of which could, either in any case or in the aggregate, adversely effect the ability of the Borrower to continue its present business or to perform its obligations hereunder or under the other Loan Documents. Section 7.05. SEC COMPLIANCE; ETC. Without limiting the scope of Section 7.04, the Borrower is in compliance with all federal and state securities or similar laws and regulations, including but not limited to all material rules, regulations and administrative orders of the SEC and applicable state blue sky authorities, and with all statutory and regulatory requirements of any other applicable jurisdiction, except where the failure to so comply is not reasonably likely to result in a Material Adverse Effect. The Borrower is not in violation of Section 18 of the Investment Company Act. To the best of its knowledge, the Borrower is not in violation of any other provision of the Investment Company Act, except insofar as such violation would not result in a Material Adverse Effect. The Borrower has filed all reports with the SEC that are required of it. Section 7.06. BINDING EFFECT. This Agreement and the other Loan Documents have been duly executed and delivered by or on behalf of the Borrower, and constitute valid and binding obligations of the Borrower enforceable in accordance with their respective terms. Section 7.07. GOVERNMENTAL CONSENT. Except for any routine filings required under federal and state securities laws, the Borrower is not required to obtain any order, consent, approval or authorization of, or required to make any declaration or filing with, any governmental authority in connection with the execution and delivery of this Agreement. Section 7.08. REGULATION U; ETC. None of the proceeds of any Loan will be used, directly or indirectly, by the Borrower for any purpose which might cause this Agreement to -27- violate Regulation U (12 CFR Part 221) or any other regulation of the Board or the Securities Exchange Act of 1934. If requested by any Bank, the Borrower will promptly furnish the Bank with a statement in conformity with the requirements of Federal Reserve Form F.R. U-1 referred to in said Regulation U. Section 7.09. RELATIONSHIP WITH INVESTMENT ADVISER. Warburg Pincus Asset Management, Credit Suisse Asset Management or ACM, or an Affiliate of any thereof, serves as the Investment Adviser for the Borrower. Section 7.10. RELATIONSHIP WITH CUSTODIAN. Either State Street Bank, CTC, BBH&Co, PFPC Trust or an entity referred to in Section 14.02(b) hereof serves as the Custodian for the Borrower. Section 7.11. INVESTMENT COMPANY STATUS. The Borrower is an investment management company (or a Portfolio thereof) duly and validly registered as such under the Investment Company Act and bound by the provisions thereof. Section 7.12. AFFILIATED PERSONS. To the best of the Borrower's knowledge, the Borrower is not an "Affiliated Person" (as defined in the Investment Company Act) of the Operations Agent or any Bank. Section 7.13. ERISA. The Borrower has met the minimum funding requirements of ERISA with respect to any employee benefit plans subject to ERISA. No event has occurred resulting from the Borrower's failure to comply with ERISA that is reasonably likely to result in Borrower's incurring any liability that could have a Material Adverse Effect. Section 7.14. TAXES. The Borrower has filed all material tax returns required to be filed, and has paid, or has made adequate provision for the payment of, all taxes reflected therein. Section 7.15. GOOD TITLE TO PROPERTIES. The Borrower has good and marketable title to its properties and assets, subject to no Liens of any kind, except such as are permitted under Section 9.03 hereof. Section 7.16. SUBSIDIARIES. The Borrower has no Subsidiaries. Section 7.17. NO DEFAULT. No Default under this Agreement has occurred and is continuing. Section 7.18. YEAR 2000 COMPLIANCE. The Borrower is taking steps (a) believed by it in good faith to be reasonably designed to address the risk that critical computer systems and equipment containing embedded microchips that it uses relating to its operations may be unable to process properly and calculate date-related information and data from and after January 1, 2000 (the "YEAR 2000 PROBLEM"), and (b) to obtain assurances deemed reasonable by the Borrower that its material service providers (in each case, excluding the Banks and the Operations Agent) are taking reasonable steps to address the Year 2000 Problem. The Borrower will deliver to the Operations Agent at the date of the delivery of this Agreement in accordance with Section 6.01 its current Year 2000 Readiness Disclosure issued pursuant to the Year 2000 Information and Readiness Disclosure Act of 1998 (Pub.Law 105-271), and, thereafter, until the -28- Expiration Date, will deliver promptly to the Operations Agent each materially revised copy of such statement. The Borrower reasonably expects that the effects of the Year 2000 Problem should not result in an Event of Default with respect to the Borrower or in a material adverse effect on its business, assets, operations, prospects or condition (financial or otherwise). In addition, the Borrower agrees to notify the Operations Agent promptly if it has reason to believe that either an Event of Default with respect to the Borrower or a material adverse effect on its business, assets, operations, prospects or condition (financial or otherwise) is likely to result from a Year 2000 Problem with respect to the Borrower or its material service providers (in each case, excluding the Banks and the Operations Agent). Section 7.19. FULL DISCLOSURE. Neither the Schedules nor Exhibits hereto, nor any certificate, statement, report or other document furnished to the Operations Agent or the Banks by or on behalf of the Borrower in connection herewith or in connection with any transaction contemplated hereby, nor this Agreement nor any other Loan Document contains, at the time furnished, when taken as a whole, any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements contained therein not misleading. ARTICLE VIII. AFFIRMATIVE COVENANTS Each Borrower agrees that, so long as any amounts are owing with respect to Loans or otherwise pursuant to this Agreement or, if no such amount is owing, so long as the Commitments shall be in effect with respect to the Borrower; PROVIDED that, where appropriate, the reference herein to "the Borrower" shall be deemed to be a reference to the Investment Company of which such Borrower is a Portfolio: Section 8.01. FINANCIAL STATEMENTS; ETC. The Borrower will furnish or cause to be furnished to the Operations Agent (with sufficient copies for itself and the other Banks): (a) As soon as available and in any event within ninety (90) days after the end of each fiscal year of the Borrower, a statement of assets and liabilities (or statement of net assets, as applicable) of the Borrower as at the end of such fiscal year, a statement of operations for such fiscal year, a statement of changes in net assets for such fiscal year and the preceding fiscal year, a portfolio of investments as at the end of such fiscal year and the per share and other data for such fiscal year prepared in accordance with regulatory requirements, and all reported on in a manner acceptable to the SEC by independent certified public accountants of recognized standing. Such financial statements shall in each instance be accompanied by a statement signed by the President, Treasurer or Assistant Treasurer of the Borrower to the effect that he(she) has no knowledge of any existing Default with respect to such Borrower, or if he(she) has such knowledge, specifying such event or condition and its period of existence and what action such Borrower has taken or proposes to take with respect thereto; (b) As soon as available and in any event within sixty (60) days after the close of the first six-month period of each fiscal year of the Borrower, a statement of assets and liabilities (or statement of net assets, as applicable) as at the end of such six-month period, a statement of operations for such six-month period, a statement of changes in net assets for such six-month period and a portfolio of investments as at the end of such six-month period, all prepared in accordance with regulatory requirements and all certified (subject to normal year end -29- adjustments) as to fairness of presentation, GAAP and consistency by the President, Treasurer or Assistant Treasurer of the Borrower. Such financial statements shall in each instance also be accompanied by a statement signed by such officer to the effect that he(she) has no knowledge of any existing Default with respect to the Borrower, or if he(she) has such knowledge, specifying such event or condition and its period of existence and what action the Borrower has taken or proposes to take with respect thereto; (c) The Borrower's annual report to shareholders and Prospectus, when given to the Borrower's Shareholders; and (d) At the time of any request for a Loan hereunder, a Borrowing Request from such Borrower in the form of EXHIBIT A or B annexed hereto, as appropriate, setting forth the information required thereunder as of the close of business on the previous business day of such Borrower. In addition, on any Banking Day thereafter when any Loans are outstanding to the Borrower, each Bank shall have the right to request by 12:00 noon (Boston time) a report in the form of EXHIBIT E hereof (a "DAILY VALUATION REPORT") setting forth the value of the Borrower's portfolio securities and the value of the Borrower's Total Assets and Net Assets as of the close of business on the previous business day of the Borrower, which report shall be provided by the Borrower to a requesting Bank as soon as available and in any event not later than 2:00 p.m. (Boston time) on the date such request is made. (e) Upon the occurrence of a Default hereunder, prompt written notice thereof. The Borrower will also furnish or cause to be furnished to the Operations Agent and each Bank such other information regarding the business, affairs and condition of the Borrower as the Operations Agent and the Banks may from time to time reasonably request. The Borrower will permit the Operations Agent and any Bank to inspect the books and any of the properties or assets of the Borrower at such reasonable times and, except if a Default has occurred and is continuing, upon reasonable prior notice, as the Operations Agent or such Bank may from time to time request. The Operations Agent and the Banks agree to provide to each Borrower's independent public accountants such verifications of the Commitments, the Loans and related matters as the accountants shall reasonably request in connection with the audit of the Borrower. Section 8.02. Legal Existence; Compliance with Laws; Etc. The Borrower will: (a) maintain its legal existence and business, PROVIDED, HOWEVER, that nothing contained in this Section 8.02 shall prohibit the merger or consolidation of the Borrower with or into another Person upon written notice thereof to the Banks, subject to the provisions of Section 14.02 hereof and the additional requirement that the surviving entity (if not previously a Borrower) be admitted as such in accordance with Article XIII hereof, and FURTHER PROVIDED that the surviving entity assumes all of the obligations of the Borrower under this Agreement, including, without limitation, the obligations of the Borrower with respect to any Loans outstanding to the Borrower at the time of such merger or consolidation; (b) maintain all properties which are reasonably necessary for the conduct of its business, now or hereafter owned, in good repair, working order and condition; -30- (c) take all actions necessary to maintain and keep in full force and effect its rights and franchises, except where the failure to do so is not reasonably likely to result in a Material Adverse Effect; (d) comply in all material respects with all of its investment policies and restrictions; (e) comply in all respects with the provisions of its Prospectus, its charter, articles of association, declaration of trust and bylaws, as applicable, and all agreements and instruments by which it or any of its property or assets may be affected or bound, except where the failure to do so is not reasonably likely to result in a Material Adverse Effect; (f) comply with the minimum funding requirements of ERISA with respect to any employee benefit plans subject to ERISA; and (g) except where the failure to do so is not reasonably likely to result in a Material Adverse Effect, comply with all applicable statutes, rules, regulations and orders of, and all applicable restrictions imposed by, all governmental authorities in respect of the conduct of its business and the ownership of its properties, including, but not limited to the Investment Company Act; PROVIDED that the Borrower shall not be required by reason of this section to comply therewith at any time while the Borrower shall be contesting its obligations to do so in good faith by appropriate proceedings promptly initiated and diligently conducted, and if it shall have set aside on its books such reserves, if any, with respect thereto as are required by GAAP and deemed adequate by the Borrower and its independent public accountants. Section 8.03. FURTHER ASSURANCES. From time to time hereafter, the Borrower will execute and deliver, or will cause to be executed and delivered, such additional instruments, certificates or documents, and will take all such actions, as the Operations Agent or any Bank may reasonably request, for the purposes of implementing or effectuating the provisions of this Agreement. Upon the exercise by the Operations Agent or any Bank of any power, right, privilege or remedy pursuant to this Agreement which requires any consent, approval, registration, qualification or authorization of any governmental authority or instrumentality, the Borrower will execute and deliver, or will cause the execution and delivery of, all applications, certifications, instruments and other documents and papers that the Operations Agent or such Bank may be required to obtain for such governmental consent, approval, registration, qualification or authorization. Section 8.04. INVESTMENT COMPANY STATUS. The Borrower will maintain its status as an Investment Company or a Portfolio of an Investment Company registered under the Investment Company Act. Section 8.05. USE OF PROCEEDS. The Borrower will use the proceeds of Loans only for the purposes specified in Section 4.08. Section 8.06. INSURANCE. The Borrower will maintain or cause to be maintained with financially sound and reputable insurance companies, policies with respect to its properties and business against at least such risks (and with no greater risk retentions) and in at least such amounts as are customary in the case of registered investment management companies engaged -31- in similar securities activities of comparable size and financial strength, and will furnish to the Banks and the Operations Agent, upon request, information presented in reasonable detail as to the insurance so carried. ARTICLE IX. NEGATIVE COVENANTS Each Borrower agrees that, so long as any amounts are owing with respect to Loans or otherwise pursuant to this Agreement or, if no such amount is owing, so long as the Commitments shall be in effect with respect to the Borrower: Section 9.01. Asset Coverage. (a) The Borrower will not borrow amounts in excess of the lowest of (i) the percentage of the Borrower's Net Assets or Total Assets, as the case may be, constituting the borrowing limit, as set forth in the Borrower's Prospectus, as the same may be amended and in effect from time to time (it being specifically acknowledged that, as of the date of this Agreement, permitted indebtedness for each of Warburg Pincus Emerging Growth Fund, Inc., Warburg Pincus International Equity Fund, Inc., and Warburg Pincus Capital Appreciation Fund is limited to 10% of their respective Net Assets), or as may be set forth in a vote adopted by the Shareholders of the Borrower, (ii) the amount permitted to be borrowed by the Borrower under the Investment Company Act, and (iii) the percentage of the Borrower's Net Assets or Total Assets, as the case may be, specified as the borrowing limit for the Borrower in any agreement binding upon the Borrower or its assets with any foreign, federal, state, or local securities division to which the Borrower is subject. (b) The aggregate Indebtedness of the Borrower in respect of Loans shall at no time exceed (i) 33-1/3% of the Borrower's Net Assets, in the case of any Borrower that is a Domestic Fund, (ii) 25% of the Borrower's Net Assets, in the case of Warburg Pincus High Yield Fund, Inc., Warburg Pincus Post Venture Capital Fund, Inc., Warburg Pincus Global Post Venture Capital Fund, Inc., Warburg Pincus Post Venture Capital Portfolio of Warburg Pincus Trust, and Post Venture Capital Portfolio of Warburg Pincus Institutional Fund, Inc., and any Borrower that is an International Fund, or (iii) 20% of the Borrower's Net Assets, in the case of any Borrower that is a Restricted Fund. The lesser of the amounts determined with respect to the Borrower pursuant to paragraphs (a) and (b) of this Section 9.01 is sometimes referred to herein as the Borrower's Borrowing Base. Section 9.02. INDEBTEDNESS. The Borrower will not, directly or indirectly, incur or permit to exist or remain outstanding any Indebtedness to any Person, nor will the Borrower issue any preferred stock or other "senior security" (as defined in the Investment Company Act) to any Person; PROVIDED, HOWEVER, that the Borrower may incur or permit to exist or remain outstanding: (a) Indebtedness of the Borrower to the Banks arising under this Agreement or the other Loan Documents; -32- (b) Indebtedness in respect of taxes, assessments and other governmental charges to the extent that payment thereof shall not at the time be required to be made in accordance with the provisions of Section 9.03(b) hereof; (c) Indebtedness in respect of Financial Contracts arising in the ordinary course of business, but only to the extent that such Indebtedness is (i) permitted by the provisions of the Borrower's Prospectus, and (ii) reflected in the calculation of the Borrower's Net Assets; and (d) Indebtedness of the Borrower to its Custodian in respect of overdrafts incurred in the ordinary course of business. Section 9.03. MORTGAGES; LIENS; ETC. The Borrower will not, directly or indirectly, create, incur, assume or suffer to exist, any mortgage, lien, charge or encumbrance on, or security interest in, or pledge of, or conditional sale or other title retention agreement (collectively, "LIENS") on any of the securities or other assets owned by the Borrower except: (a) Liens arising in the ordinary course of the Borrower's business out of or in connection with Financial Contracts, but only to the extent that the same are permitted by the provisions of the Borrower's Prospectus; (b) Liens for taxes not yet delinquent or that are being contested in good faith; Liens in connection with workmen's compensation, unemployment insurance or other social security obligations; and other Liens or encumbrances incidental to the conduct of the business of the Borrower or to the ownership of its properties or assets, which were not incurred in connection with the borrowing of money or the obtaining of credit and which do not materially detract from the value of the properties or assets of the Borrower or materially affect the use thereof in the operation of its business; (c) Judgment liens in the aggregate at any time outstanding for an amount not in excess of five percent (5%) of the Borrower's Total Assets (exclusive of amounts covered by available insurance), provided that each such Lien is discharged or the execution thereof is stayed pending appeal within thirty (30) days after the attachment of such Lien or such Lien is discharged within thirty (30) days after the expiration of any such stay; (d) Liens granted to the Custodian of the Borrower's securities pursuant to the custodianship agreement between the Custodian and the Borrower solely as security for the Borrower's obligations to the Custodian under such agreement, as in effect from time to time. Section 9.04. CHANGE OF INVESTMENT OBJECTIVES, ETC. The Borrower will not amend or otherwise modify its investment objectives or its fundamental investment policies or limits or restrictions thereon as in effect on the date of this Agreement without the prior written consent of the Banks and the Operations Agent, which consent shall not be unreasonably withheld. ARTICLE X. DEFAULTS; REMEDIES Section 10.01. EVENTS OF DEFAULT; ACCELERATION. If any of the following events (each an "EVENT OF DEFAULT") shall occur with respect to any Borrower: -33- (a) Such Borrower (i) shall default in the payment of principal of any Loan, interest accrued thereon or fee due hereunder after the same becomes due and payable, whether at maturity or by acceleration or otherwise, or (ii) shall default in the payment of any other amount due hereunder after the same becomes due and payable; or (b) Such Borrower shall default in the performance of or compliance with any term contained in Sections 9.01(a) or 9.01(b) and such default shall have continued for more than three (3) Banking Days, or such Borrower shall default in the performance of or compliance with any term contained in Sections 8.02(d), 8.02(e), 8.02(g), 8.05, 9.02, 9.03 or 9.04; or (c) Such Borrower shall default in the performance of or compliance with any term contained herein other than those expressly referred to in this Section 10.01, and such default shall not have been remedied within five (5) Banking Days after written notice thereof shall have been given to such Borrower by the Operations Agent; or (d) Such Borrower shall default in the performance of, or compliance with, any material term contained in any other written agreement with the Operations Agent or any Bank pertaining to this Agreement or such Borrower's Loans, and such default shall continue for more than the period of grace, if any, specified therein and shall not have been waived pursuant thereto; or (e) Any representation, warranty certification or statement made or deemed made by such Borrower in this Agreement or in any certificate, financial statement or other document delivered pursuant hereto shall prove to have been false or incorrect in any material respect when made; or (f) Except as otherwise provided in this Section 10.01, such Borrower shall default in any payment due on Indebtedness for borrowed money or the deferred purchase price of property, the aggregate outstanding principal amount of which is in excess of five percent (5%) of such Borrower's Total Assets, and such default shall continue for more than the period of grace, if any, applicable thereto and shall not have been waived pursuant thereto and shall permit the holder of such Indebtedness to declare such Indebtedness due and payable before its stated maturity, or in the performance of or compliance with any term of any evidence of such Indebtedness or of any mortgage, indenture or other agreement relating thereto, and any such default shall continue for more than the period of grace, if any, specified therein and shall not have been waived pursuant thereto and shall permit the holder of such Indebtedness to declare such Indebtedness due and payable before its stated maturity, unless such Borrower shall be contesting such payment or obligation in good faith by appropriate proceedings promptly initiated and diligently conducted and such Borrower shall have set aside on its books such reserves, if any, with respect thereto as are required by GAAP and deemed appropriate by such Borrower and its independent public accountants, PROVIDED, that no Event of Default pursuant to paragraphs (b) or (i) of this Section 10.01 shall have occurred and be continuing as a result of such claim having been asserted in respect of such Indebtedness; or (g) Such Borrower shall discontinue its business (other than in connection with a permitted merger or consolidation of such Borrower) or shall make an assignment for the benefit of creditors, or shall fail generally to pay its debts as such debts become due, or shall -34- apply for or consent to the appointment of or taking possession by a trustee, receiver or liquidator (or other similar official) of such Borrower or any substantial part of the property or assets of such Borrower or shall commence a case or have an order for relief entered against it under the federal bankruptcy laws, as now or hereafter constituted, or any other applicable federal or state bankruptcy, insolvency or other similar law, or if any action shall be taken to dissolve or liquidate such Borrower (other than in connection with a permitted merger or consolidation of such Borrower); or (h) If, within sixty (60) days after the commencement against such Borrower of a case under the federal bankruptcy laws, as now or hereafter constituted, or any other applicable federal or state bankruptcy, insolvency or other similar law, such case shall have been consented to or shall not have been dismissed or all orders or proceedings thereunder affecting the operations or the business of such Borrower stayed, or if the stay of any such order or proceeding shall thereafter be set aside, or if within sixty (60) days after the entry of a decree appointing a trustee, receiver or liquidator (or other similar official) of such Borrower or any substantial part of the property of such Borrower such appointment shall not have been vacated; or (i) A final judgment which, together with other outstanding final judgments against such Borrower, exceeds an amount in the aggregate equal to five percent (5%) of such Borrower's Total Assets (exclusive of amounts covered by available insurance) shall be rendered against such Borrower and if, within thirty (30) days after entry thereof, such judgment shall not have been discharged or execution thereof stayed pending appeal, or if, within thirty (30) days after the expiration of any such stay, such judgment shall not have been discharged; or (j) Such Borrower or any member of the Controlled Group shall fail to pay when due an amount or amounts aggregating in excess of $500,000 which it is obligated to pay to the PBGC or to a Plan under Title IV of ERISA; or a notice of intent to terminate a Plan or Plans having aggregate Unfunded Liabilities in excess of $500,000 shall be filed under Title IV of ERISA by such Borrower or any member of the Controlled Group, any plan administrator or any combination of the foregoing; or the PBGC shall institute proceedings under Title IV of ERISA to terminate or to cause a trustee to be appointed to administer any such Plan or Plans or a proceeding shall be instituted by a fiduciary of any such Plan or Plans against such Borrower or any member of the Controlled Group to enforce Sections 515 or 4219(c)(5) of ERISA; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any such Plan or Plans must be terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which could cause such Borrower or one or more members of the Controlled Group to incur a current payment obligation in excess of $500,000; or (k) Such Borrower shall cease to be an investment management company (or a Portfolio thereof) registered under the Investment Company Act, or such Borrower's registration under the Investment Company Act, or that of any Borrower Agent of such Borrower, shall lapse or be suspended; then, and in any such event, and at any time thereafter, if any Event of Default shall then be continuing with respect to such defaulting Borrower, (i) in the case of any Event of Default -35- specified in paragraphs (g) and (h) above, the Commitments as to such defaulting Borrower shall thereupon automatically be terminated and the principal of and accrued interest on the Loans shall automatically become due and payable without presentment, demand, protest or other notice or formality of any kind, all of which are hereby expressly waived, and (ii) in the case of any other Event of Default specified above, either or both of the following actions may be taken: the Operations Agent may, and upon the written or telephonic (confirmed in writing) request of the Majority Banks shall, by written notice to such defaulting Borrower (A) declare the principal of and accrued interest in respect of such defaulting Borrower's Loans to be forthwith due and payable, whereupon the principal of and accrued interest in respect of such Loans shall become forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by such Borrower, and/or (B) terminate the Commitments as to such defaulting Borrower, whereupon the Commitments of the Banks to make Committed Credit Loans hereunder to such defaulting Borrower shall forthwith terminate without any other notice of any kind and the percentages of the Commitment Fee and other fees and expenses otherwise payable by such defaulting Borrower hereunder accruing from and after the date of termination shall be reallocated among the remaining Borrowers PRO RATA on the basis of the percentages set forth opposite such remaining Borrowers' names on SCHEDULE 1, as in effect at the time of such termination. Section 10.02. REMEDIES ON DEFAULT; ETC. In case any one or more Events of Default shall occur and be continuing with respect to a Borrower, the Operations Agent and each Bank (acting in accordance with the determination of the Majority Banks) may proceed in respect of such Borrower only to protect and enforce their respective rights by an action at law, suit in equity or other appropriate proceeding, whether for the specific performance of any agreement contained herein, or for an injunction against a violation of any of the terms hereof, or in aid of the exercise of any power granted hereby or by law. In case of a default by a Borrower in the payment of any principal of or interest on any Loan, or in the payment of any fee due hereunder, such Borrower will pay to the Operations Agent and the Banks such further amount as shall be sufficient to cover the cost and expense of collection, including, without limitation, reasonable attorneys' fees, expenses and disbursements solely to the extent related to the expense of collection of the principal of and interest on the Loans, and fees payable by, such Borrower and not of any other Borrower. No course of dealing and no delay on the part of the Operations Agent or any Bank in exercising any right shall operate as a waiver thereof or otherwise prejudice the Operations Agent's or the Bank's rights. No right conferred hereby upon the Operations Agent or any Bank shall be exclusive of any other right referred to herein or now or hereafter available at law, in equity, by statute or otherwise. ARTICLE XI. SETOFFS; ETC. Each Borrower hereby agrees that upon the occurrence of an Event of Default hereunder with respect to such Borrower, such Event of Default not having been previously remedied or cured, any Indebtedness from the Operations Agent or any Bank to such Borrower may be offset and applied toward the payment of any Indebtedness from such Borrower to the Operations Agent or such Bank, whether or not such Indebtedness, or any part thereof shall then be due. In addition to the obligations of the Banks under Section 4.11 hereof, each Bank agrees with each other Bank that if an amount to be setoff is to be applied to Indebtedness of a Borrower to such Bank other than Indebtedness to such Bank evidenced by this Agreement, such setoff amount -36- shall be applied ratably to such other Indebtedness and to the Indebtedness evidenced by this Agreement; PROVIDED that the agreement to apportion such setoff amounts shall not apply to fees and other Indebtedness arising under or in respect of any custodian agreement between a Bank and a Borrower. ARTICLE XII. THE OPERATIONS AGENT AND RELATIONS AMONG THE BANKS Section 12.01. APPOINTMENT OF OPERATIONS AGENT; POWERS AND IMMUNITIES. Each Bank hereby irrevocably appoints and authorizes the Operations Agent to act as its agent hereunder with such powers as are expressly delegated to the Operations Agent by the terms of this Agreement, together with such other powers as are reasonably incidental thereto. The Operations Agent shall not have any duties or responsibilities or any fiduciary relationship with any Bank except those expressly set forth in this Agreement. Neither the Operations Agent nor any of its Affiliates shall be responsible to the Banks for any recitals, statements, representations or warranties made by any Borrower or any other Person whether contained in this Agreement or otherwise or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other document referred to or provided for herein or for any failure by any Borrower or any other Person to perform its obligations hereunder or thereunder. The Operations Agent may employ agents and attorneys-in-fact selected by it with reasonable care. Neither the Operations Agent nor any of its directors, officers, employees or agents shall be responsible for any action taken or omitted to be taken by it or them hereunder or in connection herewith, except for its or their own gross negligence or willful misconduct. The Operations Agent in its separate capacity as a Bank shall have the same rights and powers hereunder as any other Bank. Section 12.02. RELIANCE BY OPERATIONS AGENT. The Operations Agent shall be entitled to rely upon any certificate, notice or other document (including any facsimile thereof) believed by it to be genuine and correct and to have been signed or sent by or on behalf of the proper Person or Persons, and upon advice and statements of legal advisers, independent accountants and other experts selected by the Operations Agent. As to any matters not expressly provided for in this Agreement or in any other document referred to herein, the Operations Agent shall in all cases be fully protected in acting, or in refraining from acting, in accordance with the written instructions of the Majority Banks, and such instructions of the Majority Banks and any action taken or failure to act pursuant thereto shall be binding on all of the Banks. Section 12.03. INDEMNIFICATION. Without limiting the obligations of the Borrowers hereunder, including under Sections 2.04(c), 3.03(c) and 15.12, the Banks agree to indemnify the Operations Agent, ratably in accordance with their Facility Percentages, for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may at any time (including, without limitation, at any time following the termination of the Commitments) be imposed on, incurred by or asserted against the Operations Agent in any way relating to or arising out of this Agreement or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or the enforcement of any of the terms hereof or thereof or of any such other documents; PROVIDED that no Bank shall be liable for any of the foregoing if they arise solely from the Operations Agent's gross negligence or willful misconduct. -37- Section 12.04. DOCUMENTS. Without in any way limiting the obligation of the Borrowers to provide documents directly to each Bank hereunder, the Operations Agent will forward to each Bank, promptly after the Operations Agent's receipt thereof, a copy of each document furnished to the Operations Agent for such Bank hereunder. Section 12.05. NON-RELIANCE ON OPERATIONS AGENT AND OTHER BANKS. Each Bank represents that it has, independently and without reliance on the Operations Agent or any other Bank, and based upon such documents and information as it has deemed appropriate, made its own appraisal of the financial condition and affairs of the Borrowers and decision to enter into this Agreement and agrees that it will, independently and without reliance upon the Operations Agent or any other Bank, and based upon such documents and information as it shall deem appropriate at the time, continue to make its own appraisals and decisions in taking or not taking action under this Agreement. The Operations Agent shall not be required to keep informed as to the performance or observance by any Borrower of this Agreement or any other document referred to or provided for herein or to make inquiry of, or to inspect the properties or books of any Person. Except for notices, reports and other documents and information expressly required to be furnished to the Banks by the Operations Agent hereunder, the Operations Agent shall not have any duty or responsibility to provide any Bank with any credit or other information concerning any Person which may come into the possession of the Operations Agent or any of its Affiliates. Each Bank shall have access to all documents relating to the Operations Agent's performance of its duties hereunder, at such Bank's request. Unless any Bank shall promptly object to any action taken by the Operations Agent hereunder, such Bank shall conclusively be presumed to have approved the same. Section 12.06. RESIGNATION OR REMOVAL OF OPERATIONS AGENT. The Operations Agent may resign at any time by giving sixty (60) days' prior written notice thereof to the Banks and the Borrowers. Upon any such resignation, the Majority Banks shall have the right to appoint a successor Operations Agent with the approval of the Borrowers (which approval shall not be unreasonably withheld or delayed). If no successor Operations Agent shall have been so appointed by the Majority Banks and shall have accepted such appointment within thirty (30) days after the retiring Operations Agent's giving of notice of resignation, then the Borrowers may appoint a successor Operations Agent, which shall be a commercial banking institution organized or licensed under the laws of the United States of America or any state thereof, and having a combined capital and surplus of at least $100,000,000. Upon the acceptance of any appointment as Operations Agent hereunder by a successor Operations Agent, such successor Operations Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Operations Agent, and the retiring Operations Agent shall be discharged from its duties and obligations hereunder. After any retiring Operations Agent's resignation, the provisions of this Article XII shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Operations Agent. In the event of a material breach of its duties hereunder, the Operations Agent may be removed by the Majority Banks for cause and the provisions of this Section 12.06 shall apply to the appointment of a successor. Section 12.07. DELINQUENT BANKS. Notwithstanding anything to the contrary contained in this Agreement or any of the other Loan Documents, any Bank that fails (i) to make available to the Operations Agent its PRO RATA share of any Loan, or (ii) to comply with the provisions of -38- Section 4.11 or Article XI hereof with respect to making dispositions and arrangements with the other Banks, where such Bank's share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA share of such payments due and payable to all of the Banks, in each case as, when and to the full extent required by the provisions of this Agreement, shall be deemed delinquent (a "DELINQUENT BANK"), and shall be deemed a Delinquent Bank until such time as such delinquency is satisfied. A Delinquent Bank shall be deemed to have assigned any and all payments due to it from a Borrower, whether on account of outstanding Loans, interest, fees or otherwise, to the remaining nondelinquent Banks for application to, and reduction of, their respective PRO RATA shares of all outstanding Loans to such Borrower. The Delinquent Bank hereby authorizes the Operations Agent to distribute such payments to the nondelinquent Banks in proportion to their respective PRO RATA shares of all outstanding Loans to such Borrower. A Delinquent Bank shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all outstanding Loans of the nondelinquent Banks, the Banks' respective PRO RATA shares of all outstanding Loans to such Borrower have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency. ARTICLE XIII. ADDITIONAL BORROWERS Other Investment Companies (or Portfolios of Investment Companies), in addition to those Borrowers listed on SCHEDULE 1, may, with the written approval of the Operations Agent and the Banks, become parties to this Agreement and be deemed Borrowers for all purposes of this Agreement by executing an instrument substantially in the form of EXHIBIT F hereto (with such changes therein as may be approved by the Operations Agent and the Banks), which instrument shall (i) have attached to it a copy of this Agreement (as the same may have been amended) with a revised SCHEDULE 1 reflecting the participation of such additional Investment Company (or Portfolio of an Investment Company) and any prior revisions to SCHEDULE 1 effected in accordance with the terms hereof and (ii) be accompanied by the documents and instruments required to be delivered by such additional Borrower pursuant to Section 6.01 hereof, including, without limitation, an opinion of counsel for such additional Borrower, in the form of EXHIBIT G, satisfactory to the Operations Agent and the Banks. No Investment Company (or Portfolio of an Investment Company) shall be admitted as a party to this Agreement as a Borrower unless at the time of such admission and after giving effect thereto: (i) the representations and warranties set forth in Article VII hereof shall be true and correct with respect to such additional Borrower; (ii) such additional Borrower shall be in compliance in all material respects with all of the terms and provisions set forth herein on its part to be observed or performed at the time of the admission and after giving effect thereto; and (iii) no Default with respect to such additional Borrower shall have occurred and be continuing. Notwithstanding the foregoing, the Operations Agent and the Banks shall be required to consider such requests for admission no more frequently than once in any calendar quarter. ARTICLE XIV. TERM AND TERMINATION Section 14.01. TERM AND TERMINATION OF AGREEMENT. This Agreement and the Commitments shall continue for an initial term of 364 days from the date of this Agreement, -39- unless terminated earlier in accordance herewith, and may, at the discretion of the Banks, be renewed for successive terms of 364 days as hereinafter provided. The Operations Agent, on behalf of the Banks, shall notify the Borrower Agents in writing not less than forty-five (45) days prior to the expiration of any such term (an "EXPIRATION DATE") whether or not all of the Banks are willing to renew the Commitments hereunder, and, if not, shall provide a list of the Banks which are willing to renew their respective Commitments hereunder and the amount of such Commitments (each a "RENEWAL NOTICE"). In the event that all, or any portion, of the Banks are willing to renew their respective Commitments hereunder, then with the concurrence of the Borrowers, this Agreement and the Commitments so renewed shall continue for an additional term of 364 days, unless terminated earlier in accordance herewith, with such modifications hereto as may be required to evidence any change in the actual amount of Commitments being renewed. If the Operations Agent does not furnish a Renewal Notice to the Borrower Agents at least 45 days prior to any Expiration Date as aforesaid, the Commitments and the Banks' obligations to make Loans hereunder shall terminate on such Expiration Date and this Agreement shall terminate and be of no further force and effect except for (i) the obligations of the Borrowers to pay any and all of their obligations incurred hereunder or in respect hereof (including the payment of the entire unpaid principal of and accrued interest on the Loans and the payment in full of all fees and expenses provided for herein), (ii) the indemnification obligations of the Borrowers hereunder with respect to Loans made by, or other actions taken by, the Banks or the Operations Agent to, or in respect of, the Borrowers prior to the Expiration Date, and (iii) the rights of the Borrowers pursuant to Section 5.01(c) hereof to be reimbursed costs, if any, recovered by the Banks. Section 14.02. TERMINATION AS TO A BORROWER. Each Borrower, acting through its Borrower Agent, shall give the Operations Agent not less than thirty (30) days' prior written notice (with sufficient copies for itself and the other Banks) of the occurrence of any of the following events, which notice shall specify the nature of the event in question, unless such Borrower shall not have known more than thirty (30) days in advance that such event was to occur, in which case the Borrower Agent shall give the Operations Agent written notice of such event (with sufficient copies for itself and the other Banks) promptly after such Borrower first obtains knowledge of its occurrence: (a) A change by such Borrower which results in Warburg Pincus Asset Management, Credit Suisse Asset Management, ACM or an Affiliate of any thereof not being retained as Investment Adviser; (b) A change by such Borrower which results in State Street Bank, PFPC Trust, BBH&Co or CTC, as applicable, not being retained as Custodian, unless (i) the new Custodian shall be a bank or trust company organized under the laws of the United States of America having assets of at least $10 billion and a long-term debt rating of not less than "A" or its equivalent from a recognized rating agency and (ii) such Borrower shall have given the Operations Agent prior written notice of such change; (c) The termination or deemed termination of any investment advisory agreement with Warburg Pincus Asset Management, Credit Suisse Asset Management or an Affiliate of either thereof which is in effect with respect to such Borrower on the date of this Agreement; -40- (d) Any material change in the ownership or management of such Borrower's Investment Adviser after the date of this Agreement, excluding any change resulting from the proposed sale of Warburg Pincus to Credit Suisse; (e) A merger or consolidation of such Borrower if such merger or consolidation is not permitted under Section 8.02(a) hereof, or if the conditions specified in paragraphs (b) and (c) of Section 6.02 hereof are not satisfied by the successor entity immediately following such merger or consolidation, or if such merger or consolidation results in a change or occurrence specified in paragraph (a), (b) or (c) above, PROVIDED, HOWEVER, that, in any event, the non-surviving entity in such merger or consolidation shall not continue to be a Borrower under or a party to this Agreement following such merger or consolidation; (f) A merger or consolidation of such Borrower if such merger or consolidation results in one or more of the changes or occurrences specified in paragraph (g) below, PROVIDED, HOWEVER, that, in any event, the non-surviving entity in such merger or consolidation shall not continue to be a Borrower under or a party to this Agreement following such merger or consolidation; (g) The occurrence of any of the following: (1) such Borrower, if an open-end Investment Company (or Portfolio thereof), becoming a closed-end Investment Company; (2) such Borrower, or the Investment Company of which such Borrower is a Portfolio, changing the independent public accountants responsible for auditing its books and records and certifying its financial statements to a Person other than an independent public accounting firm of recognized standing; or (3) a majority of the members of the Board of Trustees or the Board of Directors, as applicable, of such Borrower (or, as applicable, of the Investment Company of which such Borrower is a Portfolio) resigning or being removed within a period of thirty (30) days and being replaced with Persons other than Persons who are then or will be contemporaneously therewith members of the Board of Trustees or Board of Directors of another Investment Company of which Warburg Pincus Asset Management, Credit Suisse Asset Management or an Affiliate of either is serving as Investment Adviser; and shall provide the Operations Agent and each Bank with such information as the Operations Agent or the Banks may reasonably request regarding the pending event. Any notice furnished to the Operations Agent pursuant to this Section 14.02 may, at the option of the Borrower furnishing such notice, be accompanied by a request that the Operations Agent acknowledge in writing that the events specified in such notice shall not constitute an event permitting termination of the Commitments with respect to such Borrower as hereinafter provided. -41- Upon the occurrence of any of the events specified in paragraphs (a), (b), (c), (d) or (e) above with respect to a Borrower, unless the Operations Agent shall have acknowledged in writing that such event shall not constitute an event permitting termination of the Commitments with respect to such Borrower as hereinafter provided, the Operations Agent may, and upon the written or telephonic (confirmed in writing) request of the Majority Banks shall, upon five (5) days' prior written notice from the Operations Agent to such Borrower terminate the Commitments with respect to such Borrower. Upon the occurrence of any of the events specified in paragraphs (f) or (g) above with respect to a Borrower, unless the Operations Agent shall have acknowledged in writing that such event shall not constitute an event permitting termination of the Commitments as hereinafter provided, the Operations Agent may, and upon the written or telephonic (confirmed in writing) request of the Majority Banks shall, upon five (5) days' prior written notice from the Operations Agent to such Borrower (but in no event later than the last to occur of the sixtieth day following the occurrence of the specified event and ninety (90) days' following receipt by the Operations Agent of written notice of the occurrence of such event) terminate the Commitments with respect to such Borrower. In the event of any such termination of the Commitments with respect to a Borrower as aforesaid, the Banks' obligations to make Committed Credit Loans to such Borrower hereunder shall terminate on the date specified in such notice, such Borrower shall cease to be a party to this Agreement and this Agreement shall be of no further force and effect as to such Borrower except for (i) the obligations of such Borrower to pay any and all of its obligations incurred hereunder or in respect hereof (including the payment of the entire unpaid principal of and accrued interest on the Loans and the payment in full of all fees and expenses provided for herein to be paid by such Borrower), (ii) the indemnification obligations of such Borrower hereunder with respect to Loans made by, or other actions taken by, the Banks or the Operations Agent to, or in respect of, such Borrower prior to the effective date of such termination, and (iii) the rights of such Borrower pursuant to Section 5.01(c) to be reimbursed costs, if any, recovered by the Banks. This Agreement (including the Commitments) shall otherwise remain in full force and effect as to all other Borrowers. Upon the termination of this Agreement with respect to a Borrower, the percentages of the Commitment Fee and other fees and expenses otherwise payable by such Borrower hereunder accruing from and after the date of termination shall be reallocated among the remaining Borrowers PRO RATA on the basis of the percentages set forth opposite such remaining Borrowers' names on SCHEDULE 1, as in effect at the time of such termination. ARTICLE XV. PROVISIONS OF GENERAL APPLICATION Section 15.01. EXPENSES. Whether or not the transactions contemplated hereby shall be consummated, the Borrowers agree to pay, PRO RATA in proportion to the Specified Percentages (except in the case of clause (iii) below with respect to which the defaulting Borrower(s) shall be liable for the expenses referred to therein), (i) all reasonable expenses (including reasonable fees and disbursements of counsel) which the Operations Agent has incurred or may hereafter incur in connection with the preparation of this Agreement and all other documents related hereto (including any amendment, consent or waiver hereafter requested by any Borrower hereunder or thereunder) and the transactions contemplated hereby, (ii) all reasonable expenses (including reasonable fees and disbursements of counsel) of the Operations Agent, the Swing Line Lender and the Banks incurred in connection with any formal credit restructuring or loan work-out, whether before or after Default, and (iii) all reasonable expenses (including reasonable fees and disbursements of counsel) which the Operations Agent, the Swing Line Lender and each Bank -42- may hereafter incur in connection with the enforcement of the rights of the Operations Agent, the Swing Line Lender or the Banks hereunder upon the occurrence of a Default. Section 15.02. Amendments and Waivers; Etc. (a) Except as otherwise expressly set forth herein, any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of each Borrower and the Majority Banks, PROVIDED, HOWEVER, that without the consent of each affected Bank, the Commitment of such Bank may not be increased, and FURTHER PROVIDED, HOWEVER, that without the consent of the Operations Agent, no amendment to Section 5.02 or to Article XII shall be effected, and still FURTHER PROVIDED that without the consent of the Swing Line Lender, no amendment to Article III or to Article IV (as it applies to Swing Line Loans), no compromise of the principal amount of, or change in the interest rate on, any Swing Line Loan or extension or postponement of the stated time of payment of the principal amount of, or interest on, any Swing Line Loan, shall be effected; and still FURTHER PROVIDED that without the written consent of such Banks as hold 100% of the aggregate outstanding principal amount of all Committed Credit Loans or, if no Committed Credit Loans are outstanding, of the Commitments, (i) no change to the definition of "Majority Banks" in Section 1.01 hereof shall be made; (i) no compromise of the principal amount of, or decrease in the interest rate on, any Committed Credit Loan shall be made; (ii) no decrease in the amount of Commitment Fees or other fees or expenses payable hereunder shall be made; (iii) no extension or postponement of the stated time of payment of the principal amount of, or interest on, any Committed Credit Loan, nor of any Commitment Fees or other fees or expenses payable hereunder, shall be made; (iv) no extension of the term of the Commitments beyond that provided for hereunder shall be made; (v) no Investment Company (or Portfolio of an Investment Company) other than the Borrowers shall be admitted as a Borrower hereunder; (vi) no change to the provisions of this Section 15.02(a) shall be made. Any amendment or waiver effected in accordance with this Section 15.02(a) shall be binding upon all parties to this Agreement, their respective successors and assigns. (b) The Operations Agent's, the Swing Line Lender's or any Bank's failure to insist upon the strict performance of any term, condition or other provision of this Agreement or to exercise any right or remedy hereunder shall not constitute a waiver by the Operations Agent, the Swing Line Lender or such Bank of any such term, condition or other provision or Default in -43- connection therewith; and any waiver of any such term, condition or other provision or of any such Default shall not affect or alter this Agreement, and each and every term, condition and other provision of this Agreement shall, in such event, continue in full force and effect and shall be operative with respect to any other then existing or subsequent Default in connection therewith. Section 15.03. NATURE OF OBLIGATIONS. The obligations of all Borrowers hereunder shall be several and not joint. Section 15.04. NOTICES. Except as otherwise provided herein, all notices, requests and other communications to any party hereunder or under any of the Loan Documents shall be in writing and shall be personally delivered or sent by certified mail, postage prepaid, return receipt requested, or by a reputable courier delivery service or by telecopy and shall be given, If to any Bank: At the address or addresses set forth on SCHEDULE 2 hereto If to the Swing Line Lender: State Street Bank and Trust Company Global Investor Credit Services Division Mutual Fund Lending Department Lafayette Corporate Center 2 Avenue de Lafayette, 2nd Floor Boston, MA 02111 Attention: Michelle Murphy Fax: (617) 662-2324 If to the Borrower Agents, the At the address or addresses set forth on Borrowers or any Borrower: SCHEDULE 1 hereto with copies to: Rose DiMartino, Esquire Willkie Farr & Gallagher 787 Seventh Avenue New York, NY 10019-6099 If to the Operations Agent: State Street Bank and Trust Company Global Investor Credit Services Division Mutual Fund Lending Department Lafayette Corporate Center 2 Avenue de Lafayette, 2nd Floor Boston, MA 02111 Attention: Michelle Murphy Fax: (617) 662-2324 -44- with copies to: Joel H. Peterson, Esquire Erickson Schaffer Peterson & Hempel PC 20 William Street, Suite 150 Wellesley, MA 02481 Fax: (617) 235-1571 or such other address or telecopy number as the party to whom such notice is directed may have designated in writing to the other parties hereto. Each such notice, request or other communication shall be effective (i) if given by telecopy, when such telecopy is transmitted to the telecopy number specified in this Section and the appropriate confirmation is received, (ii) if given by certified mail, 72 hours after such communication is deposited with the post office, addressed as aforesaid or (iii) if given by any other means (including, without limitation, by air courier), when delivered at the address specified in this Section. Section 15.05. CALCULATIONS; ETC. Except as otherwise provided herein, calculations hereunder shall be made and financial data required hereby shall be prepared, both as to classification of items and as to amounts, in accordance with GAAP, which principles shall be consistently applied and in conformity with those used in the preparation of the financial statements referred to herein. Section 15.06. SURVIVAL OF COVENANTS; ETC. All covenants, agreements, representations and warranties made herein or in any documents or other papers delivered by or on behalf of the Borrowers, or any of them, pursuant hereto shall be deemed to have been relied upon by the Operations Agent, the Swing Line Lender and the Banks, notwithstanding any investigation heretofore or hereafter made by them, and shall survive the execution and delivery of this Agreement and the making by the Banks and the Swing Line Lender of the Loans as herein contemplated, and shall continue in full force and effect so long as any amount due under this Agreement remains outstanding and unpaid or the Banks have any obligations to make any Loans hereunder (except to the extent that such representations and warranties expressly relate to an earlier date or are affected by the consummation of transactions permitted under this Agreement). All statements contained in any certificate or document delivered to the Operations Agent, the Swing Line Lender or any Bank at any time by or on behalf of the Borrowers, or any of them, pursuant hereto or in connection with the transactions contemplated hereby shall constitute representations and warranties by the Borrowers or such Borrower hereunder. Section 15.07. Parties in Interest; Assignments; Participations. (a) All of the terms of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and permitted assigns of the parties hereto and thereto; PROVIDED that none of the Borrowers may assign or transfer their respective rights hereunder or any interest herein without the prior written consent of the Banks. (b) Any Bank may, at any time and from time to time in accordance with applicable law, grant participations in its rights and benefits hereunder and under the other Loan Documents, in part, to any banking or other financial institution or other entity not otherwise prohibited from so acting under the Investment Company Act and having a combined capital and surplus of at least $100,000,000; PROVIDED that each such participation shall be in a minimum -45- amount of $1,000,000. No participant shall be deemed a party to this Agreement or be entitled to exercise the rights of a Bank under this Agreement, including the right to vote, to consent to amendments to, or waivers of, the provisions of this Agreement, or to enforce the obligations of the Borrowers hereunder, except that any Bank may agree with any of its participants that such Bank will not agree, without the consent of the participant, to any amendment or waiver of any provision of this Agreement described in clauses (i), (ii), (iii), (iv) or (v) of Section 15.02(a). Each Borrower agrees that each participant shall, to the extent provided in its participation agreement, be entitled to the benefits of Section 4.07 with respect to its participating interest. (c) Any Bank may, at any time and from time to time in accordance with applicable law, assign its interest in this Agreement and the other Loan Documents, in part, with the prior written consent of the Borrowers (which consent will not be unreasonably withheld or delayed), unless a Default shall have occurred and be continuing, in which case no such consent will be required; PROVIDED that each such assignment shall be in a minimum amount of $5,000,000, and shall be to a banking institution having a combined capital and surplus of at least $100,000,000. Each assignee shall constitute a "bank" (as such term is used in Section 18(f)(1) of the Investment Company Act) in the reasonable judgment of the Operations Agent and the Borrowers, and no bank shall become an assignee pursuant to this Section 15.07(c) if that bank is an Affiliate of any Borrower. All assignments shall be effected pursuant to an assignment and consent agreement substantially in the form of EXHIBIT H attached hereto. Upon the effective date of any assignment by a Bank hereunder, the Operations Agent shall revise SCHEDULE 2 to reflect the necessary adjustments in the Facility Percentage of the assigning Bank and the assignment to such banking or other financial institution. The Operations Agent shall forward a copy of the revised SCHEDULE 2 to the Borrowers. In connection with any such assignment, each of the assignor and the assignee shall pay a processing fee of $3,000 to the Operations Agent, which amounts shall be divided equally between the Operations Agent and the Administrative Agent. If the assignee is not incorporated under the laws of the United States of America or a state thereof, it shall, prior to the first date on which interest or fees are payable hereunder for its account, deliver to the Borrowers and the Operations Agent certification as to exemption from deduction or withholding of any United States federal income taxes in accordance with Section 4.06. (d) Nothing herein shall prohibit any Bank from pledging or assigning any Loan to any Federal Reserve Bank to the extent required by applicable law. In the event of any such assignment, the applicable Borrower(s) will execute and deliver a promissory note payable to such Federal Reserve Bank in the principal amount of the Loan being assigned, which note shall be subject to the terms and conditions of this Agreement. Section 15.08. COUNTERPARTS; ETC. This Agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all the counterparts shall together constitute one and the same instrument. Section 15.09. ENTIRE AGREEMENT; ETC. This Agreement constitutes the entire contract between the parties hereto and shall supersede and take the place of any other instrument purporting to be an agreement of the parties hereto relating to the transactions contemplated hereby. -46- Section 15.10. SEVERABILITY. If any of the provisions of this Agreement or of any of the other Loan Documents or the application thereof to any party hereto or to any Person or circumstance is held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not effect any other term or provision hereof or thereof or the application thereof to any other party hereto or to any other Person or circumstance. Section 15.11. GOVERNING LAW; JURISDICTION; WAIVER. THIS AGREEMENT, INCLUDING THE VALIDITY HEREOF AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER, SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF). EACH BORROWER, TO THE EXTENT THAT IT MAY LAWFULLY DO SO, HEREBY CONSENTS TO SERVICE OF PROCESS, AND TO BE SUED, IN THE COMMONWEALTH OF MASSACHUSETTS AND CONSENTS TO THE JURISDICTION OF THE COURTS OF THE COMMONWEALTH OF MASSACHUSETTS AND THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF MASSACHUSETTS, AS WELL AS TO THE JURISDICTION OF ALL COURTS FROM WHICH AN APPEAL MAY BE TAKEN FROM SUCH COURTS, FOR THE PURPOSE OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF ANY OF ITS OBLIGATIONS HEREUNDER OR WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY, AND EXPRESSLY WAIVES ANY AND ALL OBJECTIONS IT MAY HAVE AS TO VENUE IN ANY SUCH COURTS. EACH BORROWER FURTHER AGREES THAT A SUMMONS AND COMPLAINT COMMENCING AN ACTION OR PROCEEDING IN ANY OF SUCH COURTS SHALL BE PROPERLY SERVED AND SHALL CONFER PERSONAL JURISDICTION IF SERVED PERSONALLY OR BY CERTIFIED MAIL TO IT AT ITS ADDRESS PROVIDED IN SECTION 15.04 HEREOF OR AS OTHERWISE PROVIDED UNDER THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS. EACH OF THE BORROWERS, THE BANKS, THE SWING LINE LENDER AND THE OPERATIONS AGENT IRREVOCABLY WAIVES ALL RIGHTS TO A TRIAL BY JURY IN ANY PROCEEDING HEREAFTER INSTITUTED BY OR AGAINST SUCH BORROWER IN RESPECT OF THIS AGREEMENT OR ANY OTHER DOCUMENTS EXECUTED BY OR ON BEHALF OF SUCH BORROWER IN CONNECTION HEREWITH OR THEREWITH. Section 15.12. INDEMNIFICATION. Each Borrower severally agrees to indemnify and hold harmless the Operations Agent, the Swing Line Lender and the Banks from and against any and all claims, actions and suits whether groundless or otherwise, and from and against any and all liabilities, losses, damages and expenses of every nature and character arising out of this Agreement, the other Loan Documents or the transactions evidenced hereby or thereby insofar as the same may pertain to such Borrower; PROVIDED that neither the Operations Agent, the Swing Line Lender or any Bank shall have the right to be indemnified hereunder with respect to any such claim, action, suit, liability, loss, damage or expense to the extent that it results from its gross negligence or willful misconduct; and FURTHER PROVIDED that no Borrower shall be liable for any settlement, compromise or consent to the entry of any order adjudicating or otherwise disposing of any liability, loss, damage or expense effected without the consent of such Borrower, which consent shall not be unreasonably withheld or delayed. -47- Section 15.13. MISCELLANEOUS. Any instruments required by any of the provisions hereof to be in the form annexed hereto as an exhibit shall be substantially in such form with such changes therefrom, if any, as may be approved by the Banks and the Borrowers. The captions in this Agreement are for convenience of reference only and shall not define or limit the provisions hereof. Section 15.14. CONFIDENTIALITY. Upon the delivery by any Borrower to any Bank or Agent pursuant to this Agreement or the other Loan Documents of any written documentation designated by such Borrower as "Confidential" or bearing a similarly restrictive legend ("Confidential Information"), or the inspection of any such Confidential Information by any Bank or any Agent, such Bank or Agent agrees to treat such Confidential Information as confidential and, in connection therewith, to exercise that degree of care which it affords to its own confidential information. Subject to the other provisions of this Section 15.14, such Bank or Agent may disclose Confidential Information to its officers, directors, employees, attorneys, accountants or other professional consultants engaged by such Bank or Agent only after determining that such third party recipient has been instructed to protect such Confidential Information in accordance with the provisions of this Section 15.14. Notwithstanding the foregoing, the protection afforded by this Section 15.14 shall not apply to information within any one or more of the following categories: (i) information the substance of which, at the time of disclosure to a Bank or Agent or subsequent thereto, has been disclosed to or is known to any other Person, including any other creditor, other than through the fault of such Bank or Agent, and other than (A) a director, officer, employee or agent of any of the Borrower or a professional engaged by the Borrower or (B) a Person who is then under an obligation of non-disclosure to the Borrower; (ii) information which such Bank or Agent had in its possession prior to receipt from the Borrower, or which is otherwise developed by such Bank or Agent independently of the Borrower; or (iii) information received by such Bank or Agent from a third party having, to the actual knowledge of such Bank or Agent, no obligation of non-disclosure with respect thereto. Nothing contained in this Section 15.14 shall prevent any disclosure of any information: (x) believed in good faith by any Bank or Agent to be required by any law or guideline or interpretation or application or grand jury proceeding (whether or not having the force of law), (y) determined by counsel to any Bank or Agent to be necessary or advisable in connection with the enforcement of this Agreement and the other Loan Documents, or (z) which has been made public by a Person other than such Bank or Agent. Each Bank and Agent shall have the right to disclose any Confidential Information to an Assignee or prospective Assignee or to a Participant or prospective Participant under Section 15.07 hereof; PROVIDED that the relevant Bank shall have first obtained from such Assignee or prospective Assignee or Participant or prospective Participant an agreement to protect such Confidential Information in accordance with the provisions of this Section 15.14. ARTICLE XVI. LIMITATION OF LIABILITY Notice is hereby given that this Agreement has been executed by an officer of each Borrower, in that capacity and not individually. The Banks acknowledge that the obligations of or arising out of this Agreement are not binding upon any of the Borrowers' trustees, directors, officers, employees, agents or shareholders individually, but are binding solely upon the assets and property of the Borrowers. Notwithstanding any other provision of this Agreement or any other Loan Document to the contrary, to the extent that this Agreement is executed by an -48- Investment Company on behalf of one or more Portfolios of such Investment Company, as a Borrower(s) hereunder, the Banks further acknowledge that the obligations of or arising out of this Agreement are binding upon the assets and property of the Portfolio on whose behalf an Investment Company has executed this instrument and that, with respect to each such Portfolio, such obligations are several but not joint. Without limiting the foregoing, the obligations of the Borrowers are several, not joint. This Agreement shall be deemed to constitute a separate Agreement between each Borrower and the other parties hereto (other than the other Borrowers) as if such Borrower had executed a separate agreement naming only itself and the other parties hereto (other than the other Borrowers) as parties. No Borrower shall be liable for the obligations (whether for principal, interest, fees, expenses or otherwise) of any other Borrower hereunder. In the case of each Borrower that is an Investment Company organized as a Massachusetts business trust or Portfolio of such an Investment Company, the declarations of trust for each such trust refer to the trustees collectively as trustees and not as individuals personally, and the declarations of trust provide that no shareholder, trustee, officer, employee or agent of the trust shall be subject to claims against or obligations of the trust to any extent whatsoever, but that the trust estate only shall be liable. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as a sealed instrument as of the date first above written. WARBURG PINCUS CAPITAL WARBURG PINCUS EMERGING APPRECIATION FUND GROWTH FUND, INC. By: /s/ Janna Manes By: /s/ Janna Manes ------------------------------ ----------------------------- Name: Janna Manes Name: Janna Manes ---------------------------- --------------------------- Title: Vice President & Secretary Title: Vice President & Secretary --------------------------- -------------------------- WARBURG PINCUS INTERNATIONAL WARBURG PINCUS INTERNATIONAL EQUITY FUND, INC. SMALL COMPANY FUND, INC. By: /s/ Janna Manes By: /s/ Janna Manes ------------------------------ ----------------------------- Name: Janna Manes Name: Janna Manes ---------------------------- --------------------------- Title: Vice President & Secretary Title: Vice President & Secretary --------------------------- -------------------------- WARBURG PINCUS JAPAN SMALL WARBURG PINCUS JAPAN GROWTH COMPANY FUND, INC. FUND, INC. By: /s/ Janna Manes By: /s/ Janna Manes ------------------------------ ----------------------------- Name: Janna Manes Name: Janna Manes ---------------------------- --------------------------- Title: Vice President & Secretary Title: Vice President & Secretary --------------------------- -------------------------- WARBURG PINCUS EMERGING WARBURG PINCUS POST VENTURE MARKETS FUND, INC. CAPITAL FUND, INC. By: /s/ Janna Manes By: /s/ Janna Manes ------------------------------ ----------------------------- Name: Janna Manes Name: Janna Manes ---------------------------- --------------------------- Title: Vice President & Secretary Title: Vice President & Secretary --------------------------- -------------------------- -49- WARBURG PINCUS MAJOR FOREIGN WARBURG PINCUS SMALL COMPANY MARKETS FUND, INC. VALUE FUND, INC. By: /s/ Janna Manes By: /s/ Janna Manes ------------------------------ ----------------------------- Name: Janna Manes Name: Janna Manes ---------------------------- --------------------------- Title: Vice President & Secretary Title: Vice President & Secretary --------------------------- -------------------------- WARBURG PINCUS SMALL COMPANY WARBURG PINCUS GLOBAL POST GROWTH FUND, INC. VENTURE CAPITAL FUND, INC. By: /s/ Janna Manes By: /s/ Janna Manes ------------------------------ ----------------------------- Name: Janna Manes Name: Janna Manes ---------------------------- --------------------------- Title: Vice President & Secretary Title: Vice President & Secretary --------------------------- -------------------------- WARBURG PINCUS HEALTH SCIENCES WARBURG PINCUS FIXED INCOME FUND, INC. FUND By: /s/ Janna Manes By: /s/ Janna Manes ------------------------------ ----------------------------- Name: Janna Manes Name: Janna Manes ---------------------------- --------------------------- Title: Vice President & Secretary Title: Vice President & Secretary --------------------------- -------------------------- WARBURG PINCUS GLOBAL FIXED WARBURG PINCUS INTERMEDIATE INCOME FUND, INC. MATURITY GOVERNMENT FUND, INC. By: /s/ Janna Manes By: /s/ Janna Manes ------------------------------ ----------------------------- Name: Janna Manes Name: Janna Manes ---------------------------- --------------------------- Title: Vice President & Secretary Title: Vice President & Secretary --------------------------- -------------------------- WARBURG PINCUS BALANCED FUND, WARBURG PINCUS GROWTH & INC. INCOME FUND, INC. By: /s/ Janna Manes By: /s/ Janna Manes ------------------------------ ----------------------------- Name: Janna Manes Name: Janna Manes ---------------------------- --------------------------- Title: Vice President & Secretary Title: Vice President & Secretary --------------------------- -------------------------- WARBURG PINCUS NEW YORK WARBURG PINCUS EMERGING INTERMEDIATE MUNICIPAL FUND MARKETS II FUND, INC. By: /s/ Janna Manes By: /s/ Janna Manes ------------------------------ ----------------------------- Name: Janna Manes Name: Janna Manes ---------------------------- --------------------------- Title: Vice President & Secretary Title: Vice President & Secretary --------------------------- -------------------------- WARBURG PINCUS GLOBAL WARBURG PINCUS INTERNATIONAL TELECOMMUNICATIONS FUND, INC. GROWTH FUND, INC. By: /s/ Janna Manes By: /s/ Janna Manes ------------------------------ ----------------------------- Name: Janna Manes Name: Janna Manes ---------------------------- --------------------------- Title: Vice President & Secretary Title: Vice President & Secretary --------------------------- -------------------------- -50- WARBURG PINCUS HIGH YIELD WARBURG PINCUS MUNICIPAL BOND FUND, INC. FUND, INC. By: /s/ Janna Manes By: /s/ Janna Manes ------------------------------ ----------------------------- Name: Janna Manes Name: Janna Manes ---------------------------- --------------------------- Title: Vice President & Secretary Title: Vice President & Secretary --------------------------- -------------------------- WARBURG PINCUS STRATEGIC GLOBAL WARBURG PINCUS EUROPEAN FIXED INCOME FUND, INC. EQUITY FUND, INC. By: /s/ Janna Manes By: /s/ Janna Manes ------------------------------ ----------------------------- Name: Janna Manes Name: Janna Manes ---------------------------- --------------------------- Title: Vice President & Secretary Title: Vice President & Secretary --------------------------- -------------------------- WARBURG PINCUS U.S. CORE FIXED WARBURG PINCUS LONG- SHORT INCOME FUND, INC. MARKET NEUTRAL FUND, INC. By: /s/ Janna Manes By: /s/ Janna Manes ------------------------------ ----------------------------- Name: Janna Manes Name: Janna Manes ---------------------------- --------------------------- Title: Vice President & Secretary Title: Vice President & Secretary --------------------------- -------------------------- WARBURG PINCUS LONG-SHORT WARBURG PINCUS SELECT ECONOMIC EQUITY FUND, INC. VALUE EQUITY FUND, INC. By: /s/ Janna Manes By: /s/ Janna Manes ------------------------------ ----------------------------- Name: Janna Manes Name: Janna Manes ---------------------------- --------------------------- Title: Vice President & Secretary Title: Vice President & Secretary --------------------------- -------------------------- WARBURG PINCUS INSTITUTIONAL WARBURG PINCUS TRUST, on behalf FUND, INC., on behalf of International of International Equity Portfolio Equity Portfolio, Small Company Growth Small Company Growth Portfolio, Portfolio, Emerging Markets Portfolio, Emerging Markets Portfolio, Post Value Portfolio, Japan Growth Portfolio, Venture Capital Portfolio, and Post Venture Capital Portfolio, and Small Growth & Income Portfolio Company Value Portfolio By: /s/ Janna Manes By: /s/ Janna Manes ------------------------------ ----------------------------- Name: Janna Manes Name: Janna Manes ---------------------------- --------------------------- Title: Vice President & Secretary Title: Vice President & Secretary --------------------------- -------------------------- WARBURG PINCUS TRUST II, on behalf of Fixed Income Portfolio and Global Fixed Income Portfolio By: /s/ Janna Manes ----------------------------------- Name: Janna Manes --------------------------------- Title: Vice President & Secretary -------------------------------- -51- STATE STREET BANK AND TRUST DEUTSCHE BANK AG, NEW YORK COMPANY, in its individual capacity BRANCH, in its individual and as Operations Agent capacity and as Administrative Agent By: /s/ Edward A. Siegel By: /s/ Alan Krouk ------------------------------ ----------------------------- Name: Edward A. Siegel Name: Alan Krouk ---------------------------- --------------------------- Title: Vice President Title: Assistant Vice President --------------------------- -------------------------- By: /s/ Ruth Leung ----------------------------- Name: Ruth Leung --------------------------- Title: Director -------------------------- BANK OF NOVA SCOTIA, in its individual BANQUE NATIONALE DE PARIS capacity and as Syndication Agent By: By: /s/ Marguerite L. Lebon ------------------------------ ----------------------------- Name: Name: Marguerite L. Lebon ---------------------------- --------------------------- Title: Title: Assistant Vice President --------------------------- -------------------------- By: /s/ Laurent Vanderzyppe ----------------------------- Name: Laurent Vanderzyppe --------------------------- Title: V.P. -------------------------- SCHEDULE 1 Dated as of June 23, 1999 To Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time to time, the "CREDIT AGREEMENT"), among each investment management company listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its respective investment portfolios identified thereon; the Banks listed on SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as administrative agent; Bank of Nova Scotia, as syndication agent; and State Street Bank and Trust Company, as operations agent
NAME AND ADDRESS FORM OF JURISDICTION OF PERCENTAGE OF BORROWER ORGANIZATION ORGANIZATION ALLOCATION OF FEES AND EXPENSES Warburg, Pincus Capital Massachusetts Massachusetts 3.04% Appreciation Fund* Business Trust
466 Lexington Avenue New York, New York 10017 * Denotes Domestic Fund ** Denotes International Fund *** Denotes Restricted Fund To be executed on behalf of each Borrower by one or more Borrower Agents for such Borrower as follows: Warburg, Pincus Capital Appreciation Fund By: /s/ Janna Manes --------------------------------- Name: Janna Manes Title: Vice President & Secretary STANDING INSTRUCTIONS: Account Name: Warburg Pincus Capital Appreciation Fund Account Number: 0360567 Bank: PNC Bank ABA No.: 031 000 053 Attn: Charles Geiser SCHEDULE 1 Dated as of June 23, 1999 To Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time to time, the "CREDIT AGREEMENT"), among each investment management company listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its respective investment portfolios identified thereon; the Banks listed on SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as administrative agent; Bank of Nova Scotia, as syndication agent; and State Street Bank and Trust Company, as operations agent
NAME AND ADDRESS FORM OF JURISDICTION OF PERCENTAGE OF BORROWER ORGANIZATION ORGANIZATION ALLOCATION OF FEES AND EXPENSES Warburg, Pincus Corporation Maryland 6.38% Emerging Growth Fund, Inc.*
466 Lexington Avenue New York, New York 10017 * Denotes Domestic Fund ** Denotes International Fund *** Denotes Restricted Fund To be executed on behalf of each Borrower by one or more Borrower Agents for such Borrower as follows: Warburg, Pincus Emerging Growth Fund, Inc. By: /s/ Janna Manes --------------------------------- Name: Janna Manes Title: Vice President & Secretary Standing Instructions: Account Name: Warburg Pincus Emerging Growth Fund Account Number: 0361660 Bank: PNC Bank ABA No.: 031 000 053 Attn: Charles Geiser SCHEDULE 1 Dated as of June 23, 1999 To Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time to time, the "CREDIT AGREEMENT"), among each investment management company listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its respective investment portfolios identified thereon; the Banks listed on SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as administrative agent; Bank of Nova Scotia, as syndication agent; and State Street Bank and Trust Company, as operations agent
NAME AND ADDRESS FORM OF JURISDICTION OF PERCENTAGE OF BORROWER ORGANIZATION ORGANIZATION ALLOCATION OF FEES AND EXPENSES Warburg, Pincus Corporation Maryland 46.38% International Equity Fund, Inc.**
466 Lexington Avenue New York, New York 10017 * Denotes Domestic Fund ** Denotes International Fund *** Denotes Restricted Fund To be executed on behalf of each Borrower by one or more Borrower Agents for such Borrower as follows: Warburg, Pincus International Equity Fund, Inc. By: /s/ Janna Manes --------------------------------- Name: Janna Manes Title: Vice President & Secretary STANDING INSTRUCTIONS: Account Name: Warburg Pincus International Equity Fund/TH Account Number: 70887658 Bank: State Street/Boston ABA No.: 011 000 028 Attn: Charles Geiser SCHEDULE 1 Dated as of June 23, 1999 To Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time to time, the "CREDIT AGREEMENT"), among each investment management company listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its respective investment portfolios identified thereon; the Banks listed on SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as administrative agent; Bank of Nova Scotia, as syndication agent; and State Street Bank and Trust Company, as operations agent
NAME AND ADDRESS FORM OF JURISDICTION OF PERCENTAGE OF BORROWER ORGANIZATION ORGANIZATION ALLOCATION OF FEES AND EXPENSES Warburg, Pincus Corporation Maryland 0.01% International Small Company Fund, Inc.**
466 Lexington Avenue New York, New York 10017 * Denotes Domestic Fund ** Denotes International Fund *** Denotes Restricted Fund To be executed on behalf of each Borrower by one or more Borrower Agents for such Borrower as follows: Warburg, Pincus International Small Company Fund, Inc. By: /s/ Janna Manes ------------------------- Name: Janna Manes Title: Vice President & Secretary STANDING INSTRUCTIONS: Account Name: Warburg Pincus International Small Company Fund/TH23 Account Number: 70887765 Bank: State Street/Boston ABA No.: 011 000 028 Attn: Charles Geiser SCHEDULE 1 Dated as of June 23, 1999 To Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time to time, the "CREDIT AGREEMENT"), among each investment management company listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its respective investment portfolios identified thereon; the Banks listed on SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as administrative agent; Bank of Nova Scotia, as syndication agent; and State Street Bank and Trust Company, as operations agent
NAME AND ADDRESS FORM OF JURISDICTION OF PERCENTAGE OF BORROWER ORGANIZATION ORGANIZATION ALLOCATION OF FEES AND EXPENSES Warburg, Pincus Japan Corporation Maryland 12.42% Small Company Fund, Inc.**
466 Lexington Avenue New York, New York 10017 * Denotes Domestic Fund ** Denotes International Fund *** Denotes Restricted Fund To be executed on behalf of each Borrower by one or more Borrower Agents for such Borrower as follows: Warburg, Pincus Japan Small Company Fund, Inc. By: /s/ Janna Manes --------------------------------- Name: Janna Manes Title: Vice President & Secretary STANDING INSTRUCTIONS: Account Name: Warburg Pincus Japan Small Company Fund/TH Account Number: 70887468 Bank: State Street/Boston ABA No.: 011 000 028 Attn: Charles Geiser SCHEDULE 1 Dated as of June 23, 1999 To Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time to time, the "CREDIT AGREEMENT"), among each investment management company listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its respective investment portfolios identified thereon; the Banks listed on SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as administrative agent; Bank of Nova Scotia, as syndication agent; and State Street Bank and Trust Company, as operations agent
NAME AND ADDRESS FORM OF JURISDICTION OF PERCENTAGE OF BORROWER ORGANIZATION ORGANIZATION ALLOCATION OF FEES AND EXPENSES Warburg, Pincus Japan Corporation Maryland 9.78% Growth Fund, Inc.**
466 Lexington Avenue New York, New York 10017 * Denotes Domestic Fund ** Denotes International Fund *** Denotes Restricted Fund To be executed on behalf of each Borrower by one or more Borrower Agents for such Borrower as follows: Warburg, Pincus Japan Growth Fund, Inc. By: /s/ Janna Manes --------------------------------- Name: Janna Manes Title: Vice President & Secretary STANDING INSTRUCTIONS: Account Name: Warburg Pincus Japan Growth Fund/TH Account Number: 70887690 Bank: State Street/Boston ABA No.: 011 000 028 Attn: Charles Geiser SCHEDULE 1 Dated as of June 23, 1999 To Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time to time, the "CREDIT AGREEMENT"), among each investment management company listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its respective investment portfolios identified thereon; the Banks listed on SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as administrative agent; Bank of Nova Scotia, as syndication agent; and State Street Bank and Trust Company, as operations agent
NAME AND ADDRESS FORM OF JURISDICTION OF PERCENTAGE OF BORROWER ORGANIZATION ORGANIZATION ALLOCATION OF FEES AND EXPENSES Warburg, Pincus Corporation Maryland 0.44% Emerging Markets Fund, Inc.***
466 Lexington Avenue New York, New York 10017 * Denotes Domestic Fund ** Denotes International Fund *** Denotes Restricted Fund To be executed on behalf of each Borrower by one or more Borrower Agents for such Borrower as follows: Warburg, Pincus Emerging Markets Fund, Inc. By: /s/ Janna Manes --------------------------------- Name: Janna Manes Title: Vice President & Secretary STANDING INSTRUCTIONS: Account Name: Warburg Pincus Emerging Markets Fund/TH02 Account Number: 70887443 Bank: State Street/Boston ABA No.: 011 000 028 Attn: Charles Geiser SCHEDULE 1 Dated as of June 23, 1999 To Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time to time, the "CREDIT AGREEMENT"), among each investment management company listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its respective investment portfolios identified thereon; the Banks listed on SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as administrative agent; Bank of Nova Scotia, as syndication agent; and State Street Bank and Trust Company, as operations agent
NAME AND ADDRESS FORM OF JURISDICTION OF PERCENTAGE OF BORROWER ORGANIZATION ORGANIZATION ALLOCATION OF FEES AND EXPENSES Warburg, Pincus Corporation Maryland 0.22% Post-Venture Capital Fund, Inc.*
466 Lexington Avenue New York, New York 10017 * Denotes Domestic Fund ** Denotes International Fund *** Denotes Restricted Fund To be executed on behalf of each Borrower by one or more Borrower Agents for such Borrower as follows: Warburg, Pincus Post-Venture Capital Fund, Inc. By: /s/ Janna Manes --------------------------------- Name: Janna Manes Title: Vice President & Secretary STANDING INSTRUCTIONS: Account Name: Warburg Pincus Post-Venture Capi tal Fund Account Number: 0367462 Bank: PNC Bank ABA No.: 031 000 053 Attn: Charles Geiser SCHEDULE 1 Dated as of June 23, 1999 To Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time to time, the "CREDIT AGREEMENT"), among each investment management company listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its respective investment portfolios identified thereon; the Banks listed on SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as administrative agent; Bank of Nova Scotia, as syndication agent; and State Street Bank and Trust Company, as operations agent
NAME AND ADDRESS FORM OF JURISDICTION OF PERCENTAGE OF BORROWER ORGANIZATION ORGANIZATION ALLOCATION OF FEES AND EXPENSES Warburg, Pincus Major Corporation Maryland 0.18% Foreign Markets Fund, Inc.**
466 Lexington Avenue New York, New York 10017 * Denotes Domestic Fund ** Denotes International Fund *** Denotes Restricted Fund To be executed on behalf of each Borrower by one or more Borrower Agents for such Borrower as follows: Warburg, Pincus Major Foreign Markets Fund, Inc. By: /s/ Janna Manes --------------------------------- Name: Janna Manes Title: Vice President & Secretary STANDING INSTRUCTIONS: Account Name: Warburg Pincus Major Foreign Markets Fund/TH12 Account Number: 70887674 Bank: State Street/Boston ABA No.: 011 000 028 Attn: Charles Geiser SCHEDULE 1 Dated as of June 23, 1999 To Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time to time, the "CREDIT AGREEMENT"), among each investment management company listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its respective investment portfolios identified thereon; the Banks listed on SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as administrative agent; Bank of Nova Scotia, as syndication agent; and State Street Bank and Trust Company, as operations agent
NAME AND ADDRESS FORM OF JURISDICTION OF PERCENTAGE OF BORROWER ORGANIZATION ORGANIZATION ALLOCATION OF FEES AND EXPENSES Warburg, Pincus Small Corporation Maryland 0.14% Company Value Fund, Inc.*
466 Lexington Avenue New York, New York 10017 * Denotes Domestic Fund ** Denotes International Fund *** Denotes Restricted Fund To be executed on behalf of each Borrower by one or more Borrower Agents for such Borrower as follows: Warburg, Pincus Small Company Value Fund, Inc. By: /s/ Janna Manes --------------------------------- Name: Janna Manes Title: Vice President & Secretary STANDING INSTRUCTIONS: Account Name: Warburg Pincus Small Company Value Fund Account Number: 0367470 Bank: PNC Bank ABA No.: 031 000 053 Attn: Charles Geiser SCHEDULE 1 Dated as of June 23, 1999 To Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time to time, the "CREDIT AGREEMENT"), among each investment management company listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its respective investment portfolios identified thereon; the Banks listed on SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as administrative agent; Bank of Nova Scotia, as syndication agent; and State Street Bank and Trust Company, as operations agent
NAME AND ADDRESS FORM OF JURISDICTION OF PERCENTAGE OF BORROWER ORGANIZATION ORGANIZATION ALLOCATION OF FEES AND EXPENSES Warburg, Pincus Small Corporation Maryland 0.09% Company Growth Fund, Inc.*
466 Lexington Avenue New York, New York 10017 * Denotes Domestic Fund ** Denotes International Fund *** Denotes Restricted Fund To be executed on behalf of each Borrower by one or more Borrower Agents for such Borrower as follows: Warburg, Pincus Small Company Growth Fund, Inc. By: /s/ Janna Manes --------------------------------- Name: Janna Manes Title: Vice President & Secretary STANDING INSTRUCTIONS: Account Name: Warburg Pincus Small Company Growth Fund Account Number: 0367527 Bank: PNC Bank ABA No.: 031 000 053 Attn: Charles Geiser SCHEDULE 1 Dated as of June 23, 1999 To Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time to time, the "CREDIT AGREEMENT"), among each investment management company listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its respective investment portfolios identified thereon; the Banks listed on SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as administrative agent; Bank of Nova Scotia, as syndication agent; and State Street Bank and Trust Company, as operations agent
NAME AND ADDRESS FORM OF JURISDICTION OF PERCENTAGE OF BORROWER ORGANIZATION ORGANIZATION ALLOCATION OF FEES AND EXPENSES Warburg, Pincus Global Corporation Maryland 0.02% Post-Venture Capital Fund, Inc.**
466 Lexington Avenue New York, New York 10017 * Denotes Domestic Fund ** Denotes International Fund *** Denotes Restricted Fund To be executed on behalf of each Borrower by one or more Borrower Agents for such Borrower as follows: Warburg, Pincus Global Post-Venture Capital Fund, Inc. By: /s/ Janna Manes --------------------------------- Name: Janna Manes Title: Vice President & Secretary Standing Instructions: Account Name: Warburg Pincus Global Post-Venture Capital Fund Account Number: 0367496 Bank: PNC Bank ABA No.: 031 000 053 Attn: Charles Geiser SCHEDULE 1 Dated as of June 23, 1999 To Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time to time, the "CREDIT AGREEMENT"), among each investment management company listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its respective investment portfolios identified thereon; the Banks listed on SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as administrative agent; Bank of Nova Scotia, as syndication agent; and State Street Bank and Trust Company, as operations agent
NAME AND ADDRESS FORM OF JURISDICTION OF PERCENTAGE OF BORROWER ORGANIZATION ORGANIZATION ALLOCATION OF FEES AND EXPENSES Warburg, Pincus Health Corporation Maryland 0.88% Sciences Fund, Inc.*
466 Lexington Avenue New York, New York 10017 * Denotes Domestic Fund ** Denotes International Fund *** Denotes Restricted Fund To be executed on behalf of each Borrower by one or more Borrower Agents for such Borrower as follows: Warburg, Pincus Health Sciences Fund, Inc. By: /s/ Janna Manes --------------------------------- Name: Janna Manes Title: Vice President & Secretary STANDING INSTRUCTIONS: Account Name: Warburg Pincus Health Sciences Fund Account Number: 0367519 Bank: PNC Bank ABA No.: 031 000 053 Attn: Charles Geiser SCHEDULE 1 Dated as of June 23, 1999 To Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time to time, the "CREDIT AGREEMENT"), among each investment management company listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its respective investment portfolios identified thereon; the Banks listed on SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as administrative agent; Bank of Nova Scotia, as syndication agent; and State Street Bank and Trust Company, as operations agent
NAME AND ADDRESS FORM OF JURISDICTION OF PERCENTAGE OF BORROWER ORGANIZATION ORGANIZATION ALLOCATION OF FEES AND EXPENSES Warburg, Pincus Fixed Massachusetts Massachusetts 1.40% Income Fund* Business Trusts
466 Lexington Avenue New York, New York 10017 * Denotes Domestic Fund ** Denotes International Fund *** Denotes Restricted Fund To be executed on behalf of each Borrower by one or more Borrower Agents for such Borrower as follows: Warburg, Pincus Fixed Income Fund By: /s/ Janna Manes --------------------------------- Name: Janna Manes Title: Vice President & Secretary STANDING INSTRUCTIONS: Account Name: Warburg Pincus Fixed Income Fund Account Number: 0360656 Bank: PNC Bank ABA No.: 031 000 053 Attn: Charles Geiser SCHEDULE 1 Dated as of June 23, 1999 To Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time to time, the "CREDIT AGREEMENT"), among each investment management company listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its respective investment portfolios identified thereon; the Banks listed on SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as administrative agent; Bank of Nova Scotia, as syndication agent; and State Street Bank and Trust Company, as operations agent
NAME AND ADDRESS FORM OF JURISDICTION OF PERCENTAGE OF BORROWER ORGANIZATION ORGANIZATION ALLOCATION OF FEES AND EXPENSES Warburg, Pincus Global Corporation Maryland 0.50% Fixed Income Fund, Inc.**
466 Lexington Avenue New York, New York 10017 * Denotes Domestic Fund ** Denotes International Fund *** Denotes Restricted Fund To be executed on behalf of each Borrower by one or more Borrower Agents for such Borrower as follows: Warburg, Pincus Global Fixed Income Fund, Inc. By: /s/ Janna Manes --------------------------------- Name: Janna Manes Title: Vice President & Secretary STANDING INSTRUCTIONS: Account Name: Warburg Pincus Global Fixed Income Fund/TH18 Account Number: 70887633 Bank: State Street/Boston ABA No.: 011 000 028 Attn: Charles Geiser SCHEDULE 1 Dated as of June 23, 1999 To Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time to time, the "CREDIT AGREEMENT"), among each investment management company listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its respective investment portfolios identified thereon; the Banks listed on SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as administrative agent; Bank of Nova Scotia, as syndication agent; and State Street Bank and Trust Company, as operations agent
NAME AND ADDRESS FORM OF JURISDICTION OF PERCENTAGE OF BORROWER ORGANIZATION ORGANIZATION ALLOCATION OF FEES AND EXPENSES Warburg, Pincus Corporation Maryland 0.23% Intermediate Maturity Government Fund, Inc.*
466 Lexington Avenue New York, New York 10017 * Denotes Domestic Fund ** Denotes International Fund *** Denotes Restricted Fund To be executed on behalf of each Borrower by one or more Borrower Agents for such Borrower as follows: Warburg, Pincus Intermediate Maturity Government Fund, Inc. By: /s/ Janna Manes --------------------------------- Name: Janna Manes Title: Vice President & Secretary STANDING INSTRUCTIONS: Account Name: Warburg Pincus Intermediate Maturity Government Fund, Inc. Account Number: 0361783 Bank: PNC Bank ABA No.: 031 000 053 Attn: Charles Geiser SCHEDULE 1 Dated as of June 23, 1999 To Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time to time, the "CREDIT AGREEMENT"), among each investment management company listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its respective investment portfolios identified thereon; the Banks listed on SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as administrative agent; Bank of Nova Scotia, as syndication agent; and State Street Bank and Trust Company, as operations agent
NAME AND ADDRESS FORM OF JURISDICTION OF PERCENTAGE OF BORROWER ORGANIZATION ORGANIZATION ALLOCATION OF FEES AND EXPENSES Warburg, Pincus Corporation Maryland 0.11% Balanced Fund, Inc.*
466 Lexington Avenue New York, New York 10017 * Denotes Domestic Fund ** Denotes International Fund *** Denotes Restricted Fund To be executed on behalf of each Borrower by one or more Borrower Agents for such Borrower as follows: Warburg, Pincus Balanced Fund, Inc. By: /s/ Janna Manes --------------------------------- Name: Janna Manes Title: Vice President & Secretary STANDING INSTRUCTIONS: Account Name: Warburg Pincus Balanced Fund Account Number: 0181191 Bank: PNC Bank ABA No.: 031 000 053 Attn: Charles Geiser SCHEDULE 1 Dated as of June 23, 1999 To Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time to time, the "CREDIT AGREEMENT"), among each investment management company listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its respective investment portfolios identified thereon; the Banks listed on SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as administrative agent; Bank of Nova Scotia, as syndication agent; and State Street Bank and Trust Company, as operations agent
NAME AND ADDRESS FORM OF JURISDICTION OF PERCENTAGE OF BORROWER ORGANIZATION ORGANIZATION ALLOCATION OF FEES AND EXPENSES Warburg, Pincus Growth Corporation Maryland 2.41% & Income Fund, Inc.
466 Lexington Avenue New York, New York 10017 * Denotes Domestic Fund ** Denotes International Fund *** Denotes Restricted Fund To be executed on behalf of each Borrower by one or more Borrower Agents for such Borrower as follows: Warburg, Pincus Growth & Income Fund, Inc. By: /s/ Janna Manes --------------------------------- Name: Janna Manes Title: Vice President & Secretary STANDING INSTRUCTIONS: Account Name: Warburg Pincus Growth & Income Fund Account Number: 0181175 Bank: PNC Bank ABA No.: 031 000 053 Attn: Charles Geiser SCHEDULE 1 Dated as of June 23, 1999 To Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time to time, the "CREDIT AGREEMENT"), among each investment management company listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its respective investment portfolios identified thereon; the Banks listed on SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as administrative agent; Bank of Nova Scotia, as syndication agent; and State Street Bank and Trust Company, as operations agent
NAME AND ADDRESS FORM OF JURISDICTION OF PERCENTAGE OF BORROWER ORGANIZATION ORGANIZATION ALLOCATION OF FEES AND EXPENSES Warburg, Pincus New Massachusetts Massachusetts 0.36% York Intermediate Business Trusts Municipal Fund*
466 Lexington Avenue New York, New York 10017 * Denotes Domestic Fund ** Denotes International Fund *** Denotes Restricted Fund To be executed on behalf of each Borrower by one or more Borrower Agents for such Borrower as follows: Warburg, Pincus New York Intermediate Municipal Government Fund By: /s/ Janna Manes --------------------------------- Name: Janna Manes Title: Vice President & Secretary STANDING INSTRUCTIONS: Account Name: Warburg Pincus New York Intermediate Municipal Fund Account Number: 018144 Bank: PNC Bank ABA No.: 031 000 053 Attn: Charles Geiser SCHEDULE 1 Dated as of June 23, 1999 To Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time to time, the "CREDIT AGREEMENT"), among each investment management company listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its respective investment portfolios identified thereon; the Banks listed on SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as administrative agent; Bank of Nova Scotia, as syndication agent; and State Street Bank and Trust Company, as operations agent
NAME AND ADDRESS FORM OF JURISDICTION OF PERCENTAGE OF BORROWER ORGANIZATION ORGANIZATION ALLOCATION OF FEES AND EXPENSES Warburg, Pincus Corporation Maryland 0.07% Emerging Markets II Fund, Inc.***
466 Lexington Avenue New York, New York 10017 * Denotes Domestic Fund ** Denotes International Fund *** Denotes Restricted Fund To be executed on behalf of each Borrower by one or more Borrower Agents for such Borrower as follows: Warburg, Pincus Emerging Markets II Fund, Inc. By: /s/ Janna Manes --------------------------------- Name: Janna Manes Title: Vice President & Secretary STANDING INSTRUCTIONS: Account Name: Warburg Pincus Emerging Markets II Fund Account Number: 8122806 Bank: Brown Brothers ABA No.: 09250276 Attn: Charles Geiser SCHEDULE 1 Dated as of June 23, 1999 To Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time to time, the "CREDIT AGREEMENT"), among each investment management company listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its respective investment portfolios identified thereon; the Banks listed on SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as administrative agent; Bank of Nova Scotia, as syndication agent; and State Street Bank and Trust Company, as operations agent
NAME AND ADDRESS FORM OF JURISDICTION OF PERCENTAGE OF BORROWER ORGANIZATION ORGANIZATION ALLOCATION OF FEES AND EXPENSES Warburg, Pincus Global Corporation Maryland 0.04% Telecommunications Fund, Inc.**
466 Lexington Avenue New York, New York 10017 * Denotes Domestic Fund ** Denotes International Fund *** Denotes Restricted Fund To be executed on behalf of each Borrower by one or more Borrower Agents for such Borrower as follows: Warburg, Pincus Global Telecommunications Fund, Inc. By: /s/ Janna Manes --------------------------------- Name: Janna Manes Title: Vice President & Secretary STANDING INSTRUCTIONS: Account Name: Warburg Pincus Global Telecommunications Fund Account Number: 8124695 Bank: Brown Brothers ABA No.: 09250276 Attn: Charles Geiser SCHEDULE 1 Dated as of June 23, 1999 To Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time to time, the "CREDIT AGREEMENT"), among each investment management company listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its respective investment portfolios identified thereon; the Banks listed on SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as administrative agent; Bank of Nova Scotia, as syndication agent; and State Street Bank and Trust Company, as operations agent
NAME AND ADDRESS FORM OF JURISDICTION OF PERCENTAGE OF BORROWER ORGANIZATION ORGANIZATION ALLOCATION OF FEES AND EXPENSES Warburg, Pincus Corporation Maryland 2.43% International Growth Fund, Inc.**
466 Lexington Avenue New York, New York 10017 * Denotes Domestic Fund ** Denotes International Fund *** Denotes Restricted Fund To be executed on behalf of each Borrower by one or more Borrower Agents for such Borrower as follows: Warburg, Pincus International Growth Fund, Inc. By: /s/ Janna Manes --------------------------------- Name: Janna Manes Title: Vice President & Secretary STANDING INSTRUCTIONS: Account Name: Warburg Pincus International Growth Fund Account Number: 8122814 Bank: Brown Brothers ABA No.: 09250276 Attn: Charles Geiser SCHEDULE 1 Dated as of June 23, 1999 To Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time to time, the "CREDIT AGREEMENT"), among each investment management company listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its respective investment portfolios identified thereon; the Banks listed on SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as administrative agent; Bank of Nova Scotia, as syndication agent; and State Street Bank and Trust Company, as operations agent
NAME AND ADDRESS FORM OF JURISDICTION OF PERCENTAGE OF BORROWER ORGANIZATION ORGANIZATION ALLOCATION OF FEES AND EXPENSES Warburg, Pincus High Corporation Maryland 0.48% Yield Fund, Inc.*
466 Lexington Avenue New York, New York 10017 * Denotes Domestic Fund ** Denotes International Fund *** Denotes Restricted Fund To be executed on behalf of each Borrower by one or more Borrower Agents for such Borrower as follows: Warburg, Pincus High Yield Fund, Inc. By: /s/ Janna Manes --------------------------------- Name: Janna Manes Title: Vice President & Secretary STANDING INSTRUCTIONS: Account Name: Warburg Pincus High Yield Fund Account Number: 8122822 Bank: Brown Brothers ABA No.: 09250276 Attn: Charles Geiser SCHEDULE 1 Dated as of June 23, 1999 To Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time to time, the "CREDIT AGREEMENT"), among each investment management company listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its respective investment portfolios identified thereon; the Banks listed on SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as administrative agent; Bank of Nova Scotia, as syndication agent; and State Street Bank and Trust Company, as operations agent
NAME AND ADDRESS FORM OF JURISDICTION OF PERCENTAGE OF BORROWER ORGANIZATION ORGANIZATION ALLOCATION OF FEES AND EXPENSES Warburg, Pincus Corporation Maryland 0.08% Municipal Bond Fund, Inc.*
466 Lexington Avenue New York, New York 10017 * Denotes Domestic Fund ** Denotes International Fund *** Denotes Restricted Fund To be executed on behalf of each Borrower by one or more Borrower Agents for such Borrower as follows: Warburg, Pincus Municipal Bond Fund, Inc. By: /s/ Janna Manes --------------------------------- Name: Janna Manes Title: Vice President & Secretary STANDING INSTRUCTIONS: Account Name: Warburg Pincus Municipal Bond Fund Account Number: 8122855 Bank: Brown Brothers ABA No.: 09250276 Attn: Charles Geiser SCHEDULE 1 Dated as of June 23, 1999 To Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time to time, the "CREDIT AGREEMENT"), among each investment management company listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its respective investment portfolios identified thereon; the Banks listed on SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as administrative agent; Bank of Nova Scotia, as syndication agent; and State Street Bank and Trust Company, as operations agent
NAME AND ADDRESS FORM OF JURISDICTION OF PERCENTAGE OF BORROWER ORGANIZATION ORGANIZATION ALLOCATION OF FEES AND EXPENSES Warburg, Pincus Corporation Maryland 0.10% Strategic Global Fixed Income Fund, Inc.**
466 Lexington Avenue New York, New York 10017 * Denotes Domestic Fund ** Denotes International Fund *** Denotes Restricted Fund To be executed on behalf of each Borrower by one or more Borrower Agents for such Borrower as follows: Warburg, Pincus Strategic Global Fixed Income Fund, Inc. By: /s/ Janna Manes --------------------------------- Name: Janna Manes Title: Vice President & Secretary STANDING INSTRUCTIONS: Account Name: Warburg Pincus Strategic Global Fixed Income Fund Account Number: 8122830 Bank: Brown Brothers ABA No.: 09250276 Attn: Charles Geiser SCHEDULE 1 Dated as of June 23, 1999 To Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time to time, the "CREDIT AGREEMENT"), among each investment management company listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its respective investment portfolios identified thereon; the Banks listed on SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as administrative agent; Bank of Nova Scotia, as syndication agent; and State Street Bank and Trust Company, as operations agent
NAME AND ADDRESS FORM OF JURISDICTION OF PERCENTAGE OF BORROWER ORGANIZATION ORGANIZATION ALLOCATION OF FEES AND EXPENSES Warburg, Pincus Corporation Maryland 0.09% European Equity Fund, Inc.**
466 Lexington Avenue New York, New York 10017 * Denotes Domestic Fund ** Denotes International Fund *** Denotes Restricted Fund To be executed on behalf of each Borrower by one or more Borrower Agents for such Borrower as follows: Warburg, Pincus European Equity Fund, Inc. By: /s/ Janna Manes --------------------------------- Name: Janna Manes Title: Vice President & Secretary STANDING INSTRUCTIONS: Account Name: Warburg Pincus European Equity Fund Account Number: 6105167 Bank: Brown Brothers ABA No.: 09250276 Attn: Charles Geiser SCHEDULE 1 Dated as of June 23, 1999 To Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time to time, the "CREDIT AGREEMENT"), among each investment management company listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its respective investment portfolios identified thereon; the Banks listed on SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as administrative agent; Bank of Nova Scotia, as syndication agent; and State Street Bank and Trust Company, as operations agent
NAME AND ADDRESS FORM OF JURISDICTION OF PERCENTAGE OF BORROWER ORGANIZATION ORGANIZATION ALLOCATION OF FEES AND EXPENSES Warburg, Pincus U.S. Corporation Maryland 1.27% Core Fixed Income Fund, Inc.*
466 Lexington Avenue New York, New York 10017 * Denotes Domestic Fund ** Denotes International Fund *** Denotes Restricted Fund To be executed on behalf of each Borrower by one or more Borrower Agents for such Borrower as follows: Warburg, Pincus U.S. Core Fixed Income Fund, Inc. By: /s/ Janna Manes --------------------------------- Name: Janna Manes Title: Vice President & Secretary STANDING INSTRUCTIONS: Account Name: Warburg Pincus U.S. Core Fixed Income Fund Account Number: 8122913 Bank: Brown Brothers ABA No.: 09250276 Attn: Charles Geiser SCHEDULE 1 Dated as of June 23, 1999 To Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time to time, the "CREDIT AGREEMENT"), among each investment management company listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its respective investment portfolios identified thereon; the Banks listed on SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as administrative agent; Bank of Nova Scotia, as syndication agent; and State Street Bank and Trust Company, as operations agent
NAME AND ADDRESS FORM OF JURISDICTION OF PERCENTAGE OF BORROWER ORGANIZATION ORGANIZATION ALLOCATION OF FEES AND EXPENSES Warburg, Pincus Long- Corporation Maryland 0.09% Short Market Neutral Fund, Inc.***
466 Lexington Avenue New York, New York 10017 * Denotes Domestic Fund ** Denotes International Fund *** Denotes Restricted Fund To be executed on behalf of each Borrower by one or more Borrower Agents for such Borrower as follows: Warburg, Pincus Long-Short Market Neutral Fund, Inc. By: /s/ Janna Manes --------------------------------- Name: Janna Manes Title: Vice President & Secretary STANDING INSTRUCTIONS: Account Name: Warburg Pincus Long-Short Market Neutral Fund Account Number: 113-80260 Bank: Custodial Trust Company ABA No.: 031207526 Attn: Charles Geiser SCHEDULE 1 Dated as of June 23, 1999 To Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time to time, the "CREDIT AGREEMENT"), among each investment management company listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its respective investment portfolios identified thereon; the Banks listed on SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as administrative agent; Bank of Nova Scotia, as syndication agent; and State Street Bank and Trust Company, as operations agent
NAME AND ADDRESS FORM OF JURISDICTION OF PERCENTAGE OF BORROWER ORGANIZATION ORGANIZATION ALLOCATION OF FEES AND EXPENSES Warburg, Pincus Long- Corporation Maryland 0.00% Short Equity Fund, Inc.***
466 Lexington Avenue New York, New York 10017 * Denotes Domestic Fund ** Denotes International Fund *** Denotes Restricted Fund To be executed on behalf of each Borrower by one or more Borrower Agents for such Borrower as follows: Warburg, Pincus Long-Short Equity Fund, Inc. By: /s/ Janna Manes --------------------------------- Name: Janna Manes Title: Vice President & Secretary STANDING INSTRUCTIONS: Account Name: Warburg Pincus Long-Short Equity Fund Account Number: 113-80262 Bank: Custodial Trust Company ABA No.: 031207596 Attn: Charles Geiser SCHEDULE 1 Dated as of June 23, 1999 To Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time to time, the "CREDIT AGREEMENT"), among each investment management company listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its respective investment portfolios identified thereon; the Banks listed on SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as administrative agent; Bank of Nova Scotia, as syndication agent; and State Street Bank and Trust Company, as operations agent
NAME AND ADDRESS FORM OF JURISDICTION OF PERCENTAGE OF BORROWER ORGANIZATION ORGANIZATION ALLOCATION OF FEES AND EXPENSES Warburg, Pincus Select Corporation Maryland 0.12% Economic Value Fund, Inc.*
466 Lexington Avenue New York, New York 10017 * Denotes Domestic Fund ** Denotes International Fund *** Denotes Restricted Fund To be executed on behalf of each Borrower by one or more Borrower Agents for such Borrower as follows: Warburg, Pincus Select Economic Value Fund, Inc. By: /s/ Janna Manes --------------------------------- Name: Janna Manes Title: Vice President & Secretary STANDING INSTRUCTIONS: Account Name: Warburg Pincus Select Economic Value Equity Fund Account Number: 6103063 Bank: Brown Brothers ABA No.: 09250276 Attn: Charles Geiser SCHEDULE 1 Dated as of June 23, 1999 To Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time to time, the "CREDIT AGREEMENT"), among each investment management company listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its respective investment portfolios identified thereon; the Banks listed on SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as administrative agent; Bank of Nova Scotia, as syndication agent; and State Street Bank and Trust Company, as operations agent
NAME AND ADDRESS FORM OF JURISDICTION OF PERCENTAGE OF BORROWER ORGANIZATION ORGANIZATION ALLOCATION OF FEES AND EXPENSES Emerging Markets Massachusetts Massachusetts 0.01% Portfolio - Warburg, Business Trust Pincus Trust***
466 Lexington Avenue New York, New York 10017 * Denotes Domestic Fund ** Denotes International Fund *** Denotes Restricted Fund To be executed on behalf of each Borrower by one or more Borrower Agents for such Borrower as follows: Warburg, Pincus Trust By: /s/ Janna Manes --------------------------------- Name: Janna Manes Title: Vice President & Secretary STANDING INSTRUCTIONS: Account Name: Trust - Emerging Markets Portfolio/TH Account Number: 7088759 Bank: State Street/Boston ABA No.: 011 000 028 Attn: Charles Geiser SCHEDULE 1 Dated as of June 23, 1999 To Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time to time, the "CREDIT AGREEMENT"), among each investment management company listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its respective investment portfolios identified thereon; the Banks listed on SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as administrative agent; Bank of Nova Scotia, as syndication agent; and State Street Bank and Trust Company, as operations agent
NAME AND ADDRESS FORM OF JURISDICTION OF PERCENTAGE OF BORROWER ORGANIZATION ORGANIZATION ALLOCATION OF FEES AND EXPENSES Growth & Income Massachusetts Massachusetts 0.05% Portfolio - Warburg, Business Trust Pincus Trust*
466 Lexington Avenue New York, New York 10017 * Denotes Domestic Fund ** Denotes International Fund *** Denotes Restricted Fund To be executed on behalf of each Borrower by one or more Borrower Agents for such Borrower as follows: Warburg, Pincus Trust By: /s/ Janna Manes --------------------------------- Name: Janna Manes Title: Vice President & Secretary STANDING INSTRUCTIONS: Account Name: Trust - Growth & Income Portfolio Account Number: 0367250 Bank: PNC Bank ABA No.: 031 000 053 Attn: Charles Geiser SCHEDULE 1 Dated as of June 23, 1999 To Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time to time, the "CREDIT AGREEMENT"), among each investment management company listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its respective investment portfolios identified thereon; the Banks listed on SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as administrative agent; Bank of Nova Scotia, as syndication agent; and State Street Bank and Trust Company, as operations agent
NAME AND ADDRESS FORM OF JURISDICTION OF PERCENTAGE OF BORROWER ORGANIZATION ORGANIZATION ALLOCATION OF FEES AND EXPENSES International Equity Massachusetts Massachusetts 1.17% Portfolio - Warburg, Business Trust Pincus Trust**
466 Lexington Avenue New York, New York 10017 * Denotes Domestic Fund ** Denotes International Fund *** Denotes Restricted Fund To be executed on behalf of each Borrower by one or more Borrower Agents for such Borrower as follows: Warburg, Pincus Trust By: /s/ Janna Manes --------------------------------- Name: Janna Manes Title: Vice President & Secretary STANDING INSTRUCTIONS: Account Name: Trust - International Equity Portfolio Account Number: 70887542 Bank: State Street/Boston ABA No.: 011 000 028 Attn: Charles Geiser SCHEDULE 1 Dated as of June 23, 1999 To Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time to time, the "CREDIT AGREEMENT"), among each investment management company listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its respective investment portfolios identified thereon; the Banks listed on SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as administrative agent; Bank of Nova Scotia, as syndication agent; and State Street Bank and Trust Company, as operations agent
NAME AND ADDRESS FORM OF JURISDICTION OF PERCENTAGE OF BORROWER ORGANIZATION ORGANIZATION ALLOCATION OF FEES AND EXPENSES Warburg, Pincus Trust* Massachusetts Massachusetts 0.21% Post-Venture Capital Business Trust Portfolio
466 Lexington Avenue New York, New York 10017 * Denotes Domestic Fund ** Denotes International Fund *** Denotes Restricted Fund To be executed on behalf of each Borrower by one or more Borrower Agents for such Borrower as follows: Warburg, Pincus Trust By: /s/ Janna Manes --------------------------------- Name: Janna Manes Title: Vice President & Secretary STANDING INSTRUCTIONS: Account Name: Trust - Post-Venture Capital Portfolio Account Number: 0367501 Bank: PNC Bank ABA No.: 031 000 053 Attn: Charles Geiser SCHEDULE 1 Dated as of June 23, 1999 To Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time to time, the "CREDIT AGREEMENT"), among each investment management company listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its respective investment portfolios identified thereon; the Banks listed on SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as administrative agent; Bank of Nova Scotia, as syndication agent; and State Street Bank and Trust Company, as operations agent
NAME AND ADDRESS FORM OF JURISDICTION OF PERCENTAGE OF BORROWER ORGANIZATION ORGANIZATION ALLOCATION OF FEES AND EXPENSES Small Company Growth Massachusetts Massachusetts 2.28% Portfolio - Warburg, Business Trust Pincus Trust*
466 Lexington Avenue New York, New York 10017 * Denotes Domestic Fund ** Denotes International Fund *** Denotes Restricted Fund To be executed on behalf of each Borrower by one or more Borrower Agents for such Borrower as follows: Warburg, Pincus Trust By: /s/ Janna Manes --------------------------------- Name: Janna Manes Title: Vice President & Secretary STANDING INSTRUCTIONS: Account Name: Trust - Small Company Growth Portfolio Account Number: 0186117 Bank: PNC Bank ABA No.: 031 000 053 Attn: Charles Geiser SCHEDULE 1 Dated as of June 23, 1999 To Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time to time, the "CREDIT AGREEMENT"), among each investment management company listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its respective investment portfolios identified thereon; the Banks listed on SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as administrative agent; Bank of Nova Scotia, as syndication agent; and State Street Bank and Trust Company, as operations agent
NAME AND ADDRESS FORM OF JURISDICTION OF PERCENTAGE OF BORROWER ORGANIZATION ORGANIZATION ALLOCATION OF FEES AND EXPENSES Emerging Markets Corporation Maryland 0.18% Portfolio - Warburg, Pincus Institutional Fund, Inc.***
466 Lexington Avenue New York, New York 10017 * Denotes Domestic Fund ** Denotes International Fund *** Denotes Restricted Fund To be executed on behalf of each Borrower by one or more Borrower Agents for such Borrower as follows: Warburg, Pincus Institutional Fund, Inc. By: /s/ Janna Manes --------------------------------- Name: Janna Manes Title: Vice President & Secretary STANDING INSTRUCTIONS: Account Name: Institutional - Emerging Markets Portfolio/TH0 Account Number: 34940072 Bank: State Street/Boston ABA No.: 011 000 028 Attn: Charles Geiser SCHEDULE 1 Dated as of June 23, 1999 To Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time to time, the "CREDIT AGREEMENT"), among each investment management company listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its respective investment portfolios identified thereon; the Banks listed on SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as administrative agent; Bank of Nova Scotia, as syndication agent; and State Street Bank and Trust Company, as operations agent
NAME AND ADDRESS FORM OF JURISDICTION OF PERCENTAGE OF BORROWER ORGANIZATION ORGANIZATION ALLOCATION OF FEES AND EXPENSES International Equity Corporation Maryland 5.35% Portfolio- Warburg, Pincus Institutional Fund, Inc.**
466 Lexington Avenue New York, New York 10017 * Denotes Domestic Fund ** Denotes International Fund *** Denotes Restricted Fund To be executed on behalf of each Borrower by one or more Borrower Agents for such Borrower as follows: Warburg, Pincus Institutional Fund, Inc. By: /s/ Janna Manes --------------------------------- Name: Janna Manes Title: Vice President & Secretary STANDING INSTRUCTIONS: Account Name: Institutional - International Equity Portfolio Account Number: 70887666 Bank: State Street/Boston ABA No.: 011 000 028 Attn: Charles Geiser SCHEDULE 1 Dated as of June 23, 1999 To Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time to time, the "CREDIT AGREEMENT"), among each investment management company listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its respective investment portfolios identified thereon; the Banks listed on SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as administrative agent; Bank of Nova Scotia, as syndication agent; and State Street Bank and Trust Company, as operations agent
NAME AND ADDRESS FORM OF JURISDICTION OF PERCENTAGE OF BORROWER ORGANIZATION ORGANIZATION ALLOCATION OF FEES AND EXPENSES Japan Growth Portfolio - Corporation Maryland 0.01% Warburg, Pincus Institutional Fund, Inc.**
466 Lexington Avenue New York, New York 10017 * Denotes Domestic Fund ** Denotes International Fund *** Denotes Restricted Fund To be executed on behalf of each Borrower by one or more Borrower Agents for such Borrower as follows: Warburg, Pincus Institutional Fund, Inc. By: /s/ Janna Manes --------------------------------- Name: Janna Manes Title: Vice President & Secretary STANDING INSTRUCTIONS: Account Name: Institutional - Japan Growth Portfolio/TH Account Number: 70887682 Bank: State Street/Boston ABA No.: 011 000 028 Attn: Charles Geiser SCHEDULE 1 Dated as of June 23, 1999 To Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time to time, the "CREDIT AGREEMENT"), among each investment management company listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its respective investment portfolios identified thereon; the Banks listed on SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as administrative agent; Bank of Nova Scotia, as syndication agent; and State Street Bank and Trust Company, as operations agent
NAME AND ADDRESS FORM OF JURISDICTION OF PERCENTAGE OF BORROWER ORGANIZATION ORGANIZATION ALLOCATION OF FEES AND EXPENSES Post-Venture Capital Corporation Maryland 0.00% Portfolio - Warburg, Pincus Institutional Fund, Inc.*
466 Lexington Avenue New York, New York 10017 * Denotes Domestic Fund ** Denotes International Fund *** Denotes Restricted Fund To be executed on behalf of each Borrower by one or more Borrower Agents for such Borrower as follows: Warburg, Pincus Institutional Fund, Inc. By: /s/ Janna Manes --------------------------------- Name: Janna Manes Title: Vice President & Secretary STANDING INSTRUCTIONS: Account Name: Institutional - Post-Venture Capital Portfolio Account Number: 0367234 Bank: PNC Bank ABA No.: 031 000 053 Attn: Charles Geiser SCHEDULE 1 Dated as of June 23, 1999 To Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time to time, the "CREDIT AGREEMENT"), among each investment management company listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its respective investment portfolios identified thereon; the Banks listed on SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as administrative agent; Bank of Nova Scotia, as syndication agent; and State Street Bank and Trust Company, as operations agent
NAME AND ADDRESS FORM OF JURISDICTION OF PERCENTAGE OF BORROWER ORGANIZATION ORGANIZATION ALLOCATION OF FEES AND EXPENSES Small Company Growth Corporation Maryland 0.77% Portfolio - Warburg, Pincus Institutional Fund, Inc.*
466 Lexington Avenue New York, New York 10017 * Denotes Domestic Fund ** Denotes International Fund *** Denotes Restricted Fund To be executed on behalf of each Borrower by one or more Borrower Agents for such Borrower as follows: Warburg, Pincus Institutional Fund, Inc. By: /s/ Janna Manes --------------------------------- Name: Janna Manes Title: Vice President & Secretary STANDING INSTRUCTIONS: Account Name: Institutional - Small Company Growth Portfolio Account Number: 0367454 Bank: PNC Bank ABA No.: 031 000 053 Attn: Charles Geiser SCHEDULE 1 Dated as of June 23, 1999 To Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time to time, the "CREDIT AGREEMENT"), among each investment management company listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its respective investment portfolios identified thereon; the Banks listed on SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as administrative agent; Bank of Nova Scotia, as syndication agent; and State Street Bank and Trust Company, as operations agent
NAME AND ADDRESS FORM OF JURISDICTION OF PERCENTAGE OF BORROWER ORGANIZATION ORGANIZATION ALLOCATION OF FEES AND EXPENSES Small Company Value Corporation Maryland 0.01% Portfolio - Warburg, Pincus Institutional Fund, Inc.*
466 Lexington Avenue New York, New York 10017 * Denotes Domestic Fund ** Denotes International Fund *** Denotes Restricted Fund To be executed on behalf of each Borrower by one or more Borrower Agents for such Borrower as follows: Warburg, Pincus Institutional Fund, Inc. By: /s/ Janna Manes --------------------------------- Name: Janna Manes Title: Vice President & Secretary STANDING INSTRUCTIONS: Account Name: Institutional - Small Company Value Portfolio Account Number: 0367226 Bank: PNC Bank ABA No.: 031 000 053 Attn: Charles Geiser SCHEDULE 1 Dated as of June 23, 1999 To Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time to time, the "CREDIT AGREEMENT"), among each investment management company listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its respective investment portfolios identified thereon; the Banks listed on SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as administrative agent; Bank of Nova Scotia, as syndication agent; and State Street Bank and Trust Company, as operations agent
NAME AND ADDRESS FORM OF JURISDICTION OF PERCENTAGE OF BORROWER ORGANIZATION ORGANIZATION ALLOCATION OF FEES AND EXPENSES Value Portfolio - Corporation Maryland 0.18% Warburg, Pincus Institutional Fund, Inc.*
466 Lexington Avenue New York, New York 10017 * Denotes Domestic Fund ** Denotes International Fund *** Denotes Restricted Fund To be executed on behalf of each Borrower by one or more Borrower Agents for such Borrower as follows: Warburg, Pincus Institutional Fund, Inc. By: /s/ Janna Manes --------------------------------- Name: Janna Manes Title: Vice President & Secretary STANDING INSTRUCTIONS: Account Name: Institutional - Value Portfolio Account Number: 0367218 Bank: PNC Bank ABA No.: 031 000 053 Attn: Charles Geiser SCHEDULE 1 Dated as of June 23, 1999 To Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time to time, the "CREDIT AGREEMENT"), among each investment management company listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its respective investment portfolios identified thereon; the Banks listed on SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as administrative agent; Bank of Nova Scotia, as syndication agent; and State Street Bank and Trust Company, as operations agent
NAME AND ADDRESS FORM OF JURISDICTION OF PERCENTAGE OF BORROWER ORGANIZATION ORGANIZATION ALLOCATION OF FEES AND EXPENSES Fixed Income Portfolio - Massachusetts Massachusetts 0.01% Warburg, Pincus Business Trust Trust II*
466 Lexington Avenue New York, New York 10017 * Denotes Domestic Fund ** Denotes International Fund *** Denotes Restricted Fund To be executed on behalf of each Borrower by one or more Borrower Agents for such Borrower as follows: Warburg, Pincus Trust II By: /s/ Janna Manes --------------------------------- Name: Janna Manes Title: Vice President & Secretary STANDING INSTRUCTIONS: Account Name: Trust II - Fixed Income Portfolio Account Number: 0367543 Bank: PNC Bank ABA No.: 031 000 053 Attn: Charles Geiser SCHEDULE 1 Dated as of June 23, 1999 To Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time to time, the "CREDIT AGREEMENT"), among each investment management company listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its respective investment portfolios identified thereon; the Banks listed on SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as administrative agent; Bank of Nova Scotia, as syndication agent; and State Street Bank and Trust Company, as operations agent
NAME AND ADDRESS FORM OF JURISDICTION OF PERCENTAGE OF BORROWER ORGANIZATION ORGANIZATION ALLOCATION OF FEES AND EXPENSES Global Fixed Income Massachusetts Massachusetts 0.01% Portfolio - Warburg, Business Trust Pincus Trust II**
466 Lexington Avenue New York, New York 10017 * Denotes Domestic Fund ** Denotes International Fund *** Denotes Restricted Fund Warburg, Pincus Trust II By: /s/ Janna Manes --------------------------------- Name: Janna Manes Title: Vice President & Secretary STANDING INSTRUCTIONS: Account Name: Trust II - Global Fixed Income Portfolio/THO Account Number: 27241173 Bank: State Street/Boston ABA No.: 011 000 028 Attn: Charles Geiser SCHEDULE 2 BANKS; ADDRESSES; FACILITY PERCENTAGES (1) State Street Bank and Trust Company Global Investor Credit Services Division Mutual Fund Lending Lafayette Corporate Center 2 Avenue de Lafayette, 2nd Floor Boston, MA 02111 Fax: (617) 662-2325 Attention: Edward A. Siegel, Vice President Commitment Amount: $75,000,000 Facility Percentage: 30.0% (2) Deutsche Bank AG, New York Branch 31 West 52nd Street New York, NY 10019 Fax: (212) 469-8346 Attention: Alan Krouk, Assistant Vice President Commitment Amount: $80,000,000 Facility Percentage: 32.0% (3) Bank of Nova Scotia One Liberty Plaza New York, NY 10006 Fax: (212) 225-5090 Attention: John Morale, Vice President Commitment Amount: $50,000,000 Facility Percentage: 20.0% (4) Banque Nationale de Paris 499 Park Avenue, 2rd Floor New York, NY 10022 Fax: (212) 415-9707 Attention: Ms. Marguerite L. Lebon, Assistant Vice President Commitment Amount: $45,000,000 Facility Percentage: 18.0% EXHIBIT A BORROWING REQUEST (Committed Credit Loans) TO: State Street Bank and Trust Company, as Operations Agent Lafayette Corporate Center 2 Avenue de Lafayette, 2nd Floor Boston, MA 02111 Attention: Michelle Murphy Fax: (617) 662-2324 This Borrowing Request (Committed Credit Loans) is being delivered pursuant to Section 2.04(a) of the Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time to time, the "CREDIT AGREEMENT") among each investment management company listed on Schedule 1 to the Credit Agreement [as heretofore revised], on behalf of itself and its respective investment portfolios identified thereon, including the undersigned (collectively, the "BORROWERS"); the Banks listed on Schedule 2 to the Credit Agreement [as heretofore revised] (collectively, and together with State Street Bank and Trust Company, in its capacity as Swing Line Lender, the "BANKS"); Deutsche Bank AG, New York Branch, as administrative agent (the "ADMINISTRATIVE AGENT"); Bank of Nova Scotia, as syndication agent (the "SYNDICATION AGENT"); and State Street Bank and Trust Company, as operations agent (the "OPERATIONS AGENT"). Capitalized terms used herein shall have the meanings described to them in the Credit Agreement. The undersigned Borrower requests that a Committed Credit Loan be made by the Banks to such Borrower on this date in the aggregate amount set forth below: Name of Borrower: ------------------------------------------ Date of Proposed Borrowing [must be a Banking Day]: ------------------------------------------ Amount of Loan Requested: $ [$1,000,000 or an integral multiple thereof]: ------------------------------------------ In connection with the foregoing Borrowing Request, the undersigned hereby certifies to the Operations Agent and the Banks as follows: (a) The value of the Borrower's portfolio securities is $_______________, the value of the Borrower's Total Assets is $_______________, and the value of the Borrower's Net Assets is $_____________ (in each case computed as of the close of business on the previous business day of the Borrower in accordance with the terms of the Credit Agreement). [NOTE: The aggregate Indebtedness of the Borrower in respect of Loans shall at no time exceed (i) 33-1/3% of the Borrower's Net Assets, in the case of any Borrower that is a Domestic Fund, (ii) 25% of the Borrower's Net Assets, in the case of Warburg Pincus High Yield Fund, Inc., Warburg Pincus Post Venture Capital Fund, Inc., Warburg Pincus Global Post Venture Capital Fund, Inc., Warburg Pincus Post Venture Capital Portfolio of Warburg Pincus Trust, and Post Venture Capital Portfolio of Warburg Pincus Institutional Fund, Inc., and any Borrower that is an International Fund, or (iii) 20% of the Borrower's Net Assets, in the case of any Borrower that is a Restricted Fund.] (b) The Borrower's aggregate Indebtedness, including the proposed borrowing, is $____________________. (c) After giving effect to the transactions contemplated by this Borrowing Request on the date hereof, each of the conditions specified in Section 6.02 of the Credit Agreement has been fulfilled. (d) The Borrower will use the proceeds of the Committed Credit Loans requested hereby solely for the purposes permitted under Section 4.08 of the Credit Agreement. (e) The requested borrowing is permitted under the Borrower's most recent Prospectus. (f) The proceeds of this borrowing, when added to the aggregate principal amount of all Loans outstanding to the Borrower under the Credit Agreement, do not exceed the Borrower's Borrowing Base. (g) The proceeds of this borrowing, when added to the aggregate principal amount of Loans outstanding to the Borrowers under the Credit Agreement, do not exceed the Maximum Credit Amount. (h) The proceeds of this borrowing, when added to the aggregate principal amount of Committed Credit Loans outstanding to the Borrowers under the Credit Agreement, do not exceed the Maximum Committed Credit Amount. (i) The portion of the proceeds of this borrowing to be advanced by State Street Bank, when added to the aggregate outstanding principal amount of all Committed Credit Loans and Swing Line Loans made by State Street Bank to the Borrowers under the Credit Agreement, does not exceed State Street Bank's Commitment. The undersigned Borrower Agent is an Authorized Officer of the Borrower. DATE; --------------------------------- -------------------------------------- (Name of Borrower) By: ----------------------------------- Name: --------------------------------- Title: -------------------------------- -2- EXHIBIT B BORROWING REQUEST (Swing Line Loans) TO: State Street Bank and Trust Company, as Swing Line Lender Lafayette Corporate Center 2 Avenue de Lafayette, 2nd Floor Boston, MA 02111 Attention: Michelle Murphy Fax: (617) 662-2324 This Borrowing Request (Swing Line Loans ) is being delivered pursuant to Section 3.03(a) of the Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time to time, the "CREDIT AGREEMENT") among each investment management company listed on SCHEDULE 1 to the Credit Agreement [as heretofore revised], on behalf of itself and its respective investment portfolios identified thereon, including the undersigned (collectively, the "BORROWERS"); the Banks listed on SCHEDULE 2 to the Credit Agreement [as heretofore revised] (collectively, and together with State Street Bank and Trust Company, in its capacity as Swing Line Lender, the "BANKS"); Deutsche Bank AG, New York Branch, as administrative agent (the "ADMINISTRATIVE AGENT"); Bank of Nova Scotia, as syndication agent (the "SYNDICATION AGENT"); and State Street Bank and Trust Company, as operations agent (the "OPERATIONS AGENT"). Capitalized terms used herein shall have the meanings described to them in the Credit Agreement. The undersigned Borrower requests that a Swing Line Loan be made by the Swing Line Lender to such Borrower on this date in the aggregate amount set forth below: Name of Borrower: ------------------------------------------ Date of Proposed Borrowing [must be a Banking Day]: ------------------------------------------ Amount of Loan Requested: $ ------------------------------------------ In connection with the foregoing Borrowing Request, the undersigned hereby certifies to the Swing Line Lender as follows: (a) The value of the Borrower's portfolio securities is $_______________, the value of the Borrower's Total Assets is $_______________, and the value of the Borrower's Net Assets is $_____________ (in each case computed as of the close of business on the previous business day of the Borrower in accordance with the terms of the Credit Agreement). [NOTE: The aggregate Indebtedness of the Borrower in respect of Loans shall at no time exceed (i) 33-1/3% of the Borrower's Net Assets, in the case of any Borrower that is a Domestic Fund, (ii) 25% of the Borrower's Net Assets, in the case of Warburg Pincus High Yield Fund, Inc., Warburg Pincus Post Venture Capital Fund, Inc., Warburg Pincus Global Post Venture Capital Fund, Inc., Warburg Pincus Post Venture Capital Portfolio of Warburg Pincus Trust, and Post Venture Capital Portfolio of Warburg Pincus Institutional Fund, Inc., and any Borrower that is an International Fund, or (iii) 20% of the Borrower's Net Assets, in the case of any Borrower that is a Restricted Fund.] (b) The Borrower's aggregate Indebtedness, including the proposed borrowing, is $____________________. (c) After giving effect to the transactions contemplated by this Borrowing Request on the date hereof, each of the conditions specified in Section 6.02 of the Credit Agreement has been fulfilled. (d) The Borrower will use the proceeds of the Swing Line Loan requested hereby solely for the purposes permitted under Section 4.08 of the Credit Agreement. (e) The requested borrowing is permitted under the Borrower's most recent Prospectus. (f) The proceeds of this borrowing, when added to the aggregate principal amount of all Loans outstanding to the Borrower under the Credit Agreement, do not exceed the Borrower's Borrowing Base. (g) The proceeds of this borrowing, when added to the aggregate principal amount of Swing Line Loans outstanding to the Borrowers under the Credit Agreement, do not exceed the Swing Line Amount. (h) The proceeds of this borrowing, when added to the aggregate principal amount of Loans outstanding to the Borrowers under the Credit Agreement, do not exceed the Maximum Credit Amount. (i) The proceeds of this borrowing, when added to the aggregate outstanding principal amount of all Committed Credit Loans and Swing Line Loans made by State Street Bank to the Borrowers under the Credit Agreement, does not exceed State Street Bank's Commitment. The undersigned Borrower Agent is an Authorized Officer of the Borrower. DATE; --------------------------------- -------------------------------------- (Name of Borrower) By: ----------------------------------- Name: --------------------------------- Title: -------------------------------- -2- EXHIBIT C REPAYMENT NOTICE (Committed Credit Loans) TO: State Street Bank and Trust Company, as Operations Agent Lafayette Corporate Center 2 Avenue de Lafayette, 2nd Floor Boston, MA 02111 Attention: Michelle Murphy Fax: (617) 662-2324 This Repayment Notice (Committed Credit Loans) is being delivered pursuant to Section 4.01(a) of the Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time to time, the "CREDIT AGREEMENT") among each investment management company listed on SCHEDULE 1 to the Credit Agreement [as heretofore revised], on behalf of itself and its respective investment portfolios identified thereon, including the undersigned (collectively, the "BORROWERS"); the Banks listed on SCHEDULE 2 to the Credit Agreement [as heretofore revised] (collectively, and together with State Street Bank and Trust Company, in its capacity as Swing Line Lender, the "BANKS"); Deutsche Bank AG, New York Branch, as administrative agent (the "ADMINISTRATIVE AGENT"); Bank of Nova Scotia, as syndication agent (the "SYNDICATION AGENT"); and State Street Bank and Trust Company, as operations agent (the "OPERATIONS AGENT"). Capitalized terms used herein shall have the meanings described to them in the Credit Agreement. The undersigned Borrower hereby gives notice to the Operations Agent, on behalf of the Banks, of the repayment this date of Committed Credit Loans in the aggregate amount set forth below: Name of Borrower: ------------------------------------------ Date of Proposed Borrowing [must be a Banking Day]: ------------------------------------------ Amount of Loan Requested: $ ------------------------------------------ The undersigned Borrower Agent is an Authorized Officer of the Borrower. DATE; --------------------------------- -------------------------------------- (Name of Borrower) By: ----------------------------------- Name: --------------------------------- Title: -------------------------------- EXHIBIT D REPAYMENT NOTICE (Swing Line Loans) TO: State Street Bank and Trust Company, as Swing Line Lender Lafayette Corporate Center 2 Avenue de Lafayette, 2nd Floor Boston, MA 02111 Attention: Michelle Murphy Fax: (617) 662-2324 This Repayment Notice (Swing Line Loans) is being delivered pursuant to Section 4.01(b) of the Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time to time, the "CREDIT AGREEMENT") among each investment management company listed on SCHEDULE 1 to the Credit Agreement [as heretofore revised], on behalf of itself and its respective investment portfolios identified thereon, including the undersigned (collectively, the "BORROWERS"); the Banks listed on SCHEDULE 2 to the Credit Agreement [as heretofore revised] (collectively, and together with State Street Bank and Trust Company, in its capacity as Swing Line Lender, the "BANKS"); Deutsche Bank AG, New York Branch, as administrative agent (the "ADMINISTRATIVE AGENT"); Bank of Nova Scotia, as syndication agent (the "SYNDICATION AGENT"); and State Street Bank and Trust Company, as operations agent (the "OPERATIONS AGENT"). Capitalized terms used herein shall have the meanings described to them in the Credit Agreement. The undersigned Borrower hereby gives notice to the Swing Line Lender of the repayment this date of Swing Line Loans in the aggregate amount set forth below: Name of Borrower: ------------------------------------------ Date of Proposed Borrowing [must be a Banking Day]: ------------------------------------------ Amount of Loan Requested: $ ------------------------------------------ The undersigned Borrower Agent is an Authorized Officer of the Borrower. DATE; --------------------------------- -------------------------------------- (Name of Borrower) By: ----------------------------------- Name: --------------------------------- Title: -------------------------------- EXHIBIT E DAILY VALUATION REPORT TO: State Street Bank and Trust Company, as Operations Agent, and the Banks party to that certain Credit Agreement, dated as of June 23, 1999, among the Borrowers, the Banks, the Administrative Agent, the Syndication Agent and the Operations Agent This report is being delivered pursuant to Section 8.01(d) of the Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time to time, the "CREDIT AGREEMENT"), among each investment management company listed on SCHEDULE 1 to the Credit Agreement [as heretofore revised], on behalf of itself and its respective investment portfolios identified thereon, including the undersigned (collectively, the "BORROWERS"); the Banks listed on SCHEDULE 2 to the Credit Agreement [as heretofore revised] (collectively, and together with State Street Bank and Trust Company, in its capacity as the Swing Line Lender, the "BANKS"); Deutsche Bank AG, New York Branch, as administrative agent (the "ADMINISTRATIVE AGENT"); Bank of Nova Scotia, as syndication agent (the "SYNDICATION AGENT"); and State Street Bank and Trust Company, as operations agent (the "OPERATIONS Agent"). Capitalized terms used herein shall have the meanings ascribed to them in the Credit Agreement. The undersigned hereby certifies to the Operations Agent and the Banks as follows: (a) The value of the Borrower's portfolio securities is $_______________, the value of the Borrower's Total Assets is $_______________, and the value of the Borrower's Net Assets is $_____________ (in each case computed as of the close of business on the previous business day of the Borrower in accordance with the terms of the Credit Agreement). (b) The Borrower's aggregate Indebtedness as of the date hereof is $_____________. (c) The undersigned Borrower Agent is an authorized officer of the Borrower. DATE; --------------------------------- -------------------------------------- (Name of Borrower) By: ----------------------------------- Name: --------------------------------- Title: -------------------------------- [NOTE: THIS REPORT MUST BE FURNISHED UPON REQUEST TO ANY BANK ON ANY BANKING DAY WHEN LOANS ARE OUTSTANDING TO A BORROWER.] EXHIBIT F FORM FOR ADDITIONAL BORROWER _____________________, 199__ To: State Street Bank and Trust Company, as Operations Agent, and the Banks party to that certain Credit Agreement, dated as of June 23, 1999, among the Borrowers, the Banks, the Operations Agent, and certain other parties Ladies and Gentlemen: The undersigned [ Name of Borrower ] (the "COMPANY") hereby requests pursuant to Article XIII of the Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time to time, the "CREDIT AGREEMENT"), among each investment management company listed on SCHEDULE 1 to the Credit Agreement [as heretofore revised], on behalf of itself and its respective investment portfolios identified thereon (collectively, the "BORROWERS"); the Banks listed on SCHEDULE 2 to the Credit Agreement [as heretofore revised] (collectively, and together with State Street Bank and Trust Company, in its capacity as Swing Line Lender, the "BANKS"); Deutsche Bank AG, New York Branch, as administrative agent (the "ADMINISTRATIVE AGENT"); Bank of Nova Scotia, as syndication agent (the "SYNDICATION AGENT"); and State Street Bank and Trust Company, as operations agent (the "OPERATIONS AGENT"), that it be admitted as an additional Borrower under the Credit Agreement and that SCHEDULE 1 to the Credit Agreement be revised in accordance with Section 4.09 of the Credit Agreement to include the Company as such in the form attached hereto which has been signed by one or more Borrower Agents on behalf of each Borrower. Capitalized terms used herein shall have the meanings ascribed to them in the Credit Agreement. The Company hereby represents and warrants to the Operations Agent and the Banks that as of the date hereof and after giving effect to the admission of the Company as an additional Borrower under the Credit Agreement: (i) the representations and warranties set forth in Article VII of the Credit Agreement with respect to the existing Borrowers are true and correct with respect to the Company after giving effect to the admission of the Company as a Borrower; (ii) the Company is in compliance in all material respects with all of the terms and provisions set forth in the Credit Agreement on its part to be observed or performed as of the date hereof and after giving effect to the admission; and (iii) no Default with respect to the Company has occurred and is continuing. The Company agrees to be bound by the terms and conditions of the Credit Agreement in all respects as a Borrower thereunder and hereby assumes all of the obligations of a Borrower thereunder. Please indicate your assent to the admission of the Company as an additional Borrower under the Credit Agreement by signing below where indicated. [NAME OF BORROWER] By: ----------------------------------- Name: --------------------------------- Title: -------------------------------- AGREED AND ACCEPTED: STATE STREET BANK AND TRUST COMPANY By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- DEUTSCHE BANK AG, NEW YORK BRANCH By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- BANK OF NOVA SCOTIA By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- BANQUE NATIONALE DE PARIS By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- STATE STREET BANK AND TRUST COMPANY, As Operations Agent By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- -2- EXHIBIT G FORM OF OPINION OF COUNSEL [ Date ] State Street Bank and Trust Company, as Operations Agent Lafayette Corporate Center 2 Avenue de Lafayette, 2nd Floor Boston, MA 02111 Ladies and Gentlemen: This opinion is being furnished to you pursuant to Article XIII of the Credit Agreement, dated as of June 23, 1999 ([as amended and in effect on the date hereof,] the "Credit Agreement") among each investment management company listed on SCHEDULE 1 to the Credit Agreement [as heretofore revised], on behalf of itself and its respective investment portfolios identified thereon, for which [ ] serves as the Investment Adviser (collectively, the "BORROWERS"); the Banks named on SCHEDULE 2 thereto [as the same has heretofore been revised through ________ (collectively, and together with State Street Bank and Trust Company, in its capacity as Swing Line Lender, the "BANKS"); Deutsche Bank AG, New York Branch, as administrative agent (the "ADMINISTRATIVE AGENT"); Bank of Nova Scotia, as syndication agent (the "SYNDICATION AGENT"); and State Street Bank and Trust Company, as operations agent (the "OPERATIONS AGENT"). [ ], a [ ] (the "[ ]"), [on behalf of [ ] ([each] a "SERIES"),] has executed a request, a copy of which is annexed hereto as EXHIBIT A (including Revision No. of SCHEDULE 1 annexed thereto, the "REQUEST") to be admitted as [an] additional Borrower[s] under the Credit Agreement. Warburg Pincus Asset Management, Inc., a [ ] corporation ("WaRBURG PINCUS ASSET MANAGEMENT") acts as Investment Adviser to the [ ]. Capitalized terms used herein without definition have the respective meanings ascribed to them in the Credit Agreement. Wherever reference is made below to "Borrowers" or a "Borrower", to the extent that any Borrower is a Series of an Investment Company, as distinguished from an Investment Company, it shall be deemed, where the context so requires, to refer to the Investment Company of which the Borrower is a Series. We have examined originals or copies, certified or otherwise identified to our satisfaction, of such trust records, documents, certificates of public officials and other instruments and have made such investigation of fact and law as we have deemed necessary or advisable to render this opinion. We have assumed that the Banks have all requisite power and authority and have taken all necessary action to admit the [ ][, on behalf of [each of] the Series,] as [an] additional Borrower[s] under the Credit Agreement in accordance with the terms thereof. Based upon and subject to the foregoing and to the qualifications hereinafter set forth, it is our opinion that: 1. The Request accurately and completely lists the full legal name of the [ ] [and [each/the] Series] and [its/the] principal business address [of the [ ] and [each/the] Series]. The [ ] is a [ ], duly organized, validly existing and in good standing under the laws of [ ], and has all requisite power and authority and all material governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted and as proposed to be conducted in accordance with its Investment Practices (as hereinafter defined) to enter into [, on behalf of [each/the] Series,] the Credit Agreement, and to carry out its terms. [The [ ] is qualified to do business in The Commonwealth of Massachusetts as a foreign organization.] The [ ] is not required to qualify to do business as a foreign organization in any [other] jurisdiction of the United States of America, except for compliance with applicable state blue sky laws. 2. The [ ] is an Investment Company registered as such under the Investment Company Act of 1940, as amended, and has registered the sale of its shares of beneficial interest under the Securities Act of 1933, as amended. 3. The execution, delivery and performance by the [ ] [, on behalf of [each of] the Series,] of the Request and the Credit Agreement are within its powers, have been duly authorized by all necessary action of the [ ], require no consent, approval, authorization of, or other action by, or in respect of, or declaration or filing with, any governmental body, agency or official, other than routine filings under federal and state securities laws, and will not result in any violation of, or be in conflict with, or constitute a default under, any provision of the [charter documents/declaration of trust] or by-laws of the [ ] or [its/the] Investment Practices [of [any of] the Series], or of any provision of any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to the [ ], or result in the creation or imposition of any mortgage, lien, charge or encumbrance on any asset of the [ ] [or of [any of] the Series] pursuant to any such provision. "Investment Practices", as used herein, means the investment objectives and fundamental investment policies and fundamental investment restrictions currently in effect with respect to [the Company/[each/the] Series], as set forth in its [Prospectus/Registration Statement], as amended to date, or as may be set forth in a vote adopted by the shareholders of [the Company/[the/such] Series]. The [Company/Series] [is/are] not in material violation of any provision of [its/their respective] [charter document[s]/ declaration[s] of trust] or by-laws or [its/their respective] Investment Practices, or of any agreement or instrument to which it is a party, or, to our knowledge, of any judgment, decree, order, statute, rule or governmental regulation applicable to it. Without limiting the generality of the foregoing, to our knowledge, the [ ] is in compliance in all material respects with all federal and state securities or similar laws and regulations, including all material rules, regulations and administrative orders of the SEC and applicable blue sky authorities. -2- 4. There is no action, proceeding or investigation pending or, to our knowledge, threatened (or any basis therefor known to us) against the [ ] [or [the/any] Series] which questions the validity of the Credit Agreement as to the [ ] [or [the/any] Series], or any action taken or to be taken pursuant thereto, in which there is a reasonable possibility of an adverse decision and which could, either in any case or in the aggregate, materially affect adversely the ability of the [ ] [, on behalf of [each of] the Series,] to perform its obligations thereunder. 5. The Request and the Credit Agreement have been duly executed and delivered by the [ ] [, on behalf of [each of] the Series,] and the Credit Agreement constitutes the legal, valid and binding obligation of the [ ] [, on behalf of [each of] the Series,] enforceable against it in accordance with its terms. 6. Based on the covenants, representations and warranties contained in the Credit Agreement as to the use of the proceeds of the Loans, such proceeds will not be used for any purpose which might cause the Credit Agreement to violate the provisions of Regulation U of the Board of Governors of the Federal Reserve System. The opinions expressed above are qualified to the extent that the enforceability of any provision of the Credit Agreement with respect to the [ ][, on behalf of [each of] the Series,] or any rights granted pursuant thereto or obligations incurred thereunder, may be subject to and affected by: (a) applicable bankruptcy, receivership, insolvency, reorganization, moratorium and similar laws from time to time in effect affecting the rights of creditors generally; and such duties and standards as are or may be imposed on creditors, including, without limitation, good faith, reasonableness and fair dealing under applicable law; and (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and the exercise of equitable powers by a court of competent jurisdiction. We call to your attention that the officer of the [ ] executing the Request and the Credit Agreement [, on behalf of [each of] the Series,] is signing such documents not individually but in his capacity as an officer of the [ ] and that the obligations of the [ ] [, on behalf of [each of] the Series,] under the Credit Agreement are not binding upon any of the [Trustees/Directors], officers, agents, employees or shareholders of the [ ] individually, but bind only the assets of the [ ][Series] on whose behalf the Credit Agreement has been executed.. We also call to your attention to the fact that each Borrower that is an Investment Company is liable pursuant to the Credit Agreement only to the extent of its proportionate borrowings thereunder and shall not be liable for any obligations thereunder of a different -3- Investment Company. Moreover, each Borrower that is a Series of an Investment Company is liable pursuant to the Credit Agreement only to the extent of its proportionate borrowings under the Credit Agreement and shall not be liable for any obligations thereunder of a different Series of the same or a different Investment Company. We further call your attention to the fact that the Investment Practices of certain of the Borrowers may restrict the borrowing by them under the Credit Agreement to amounts less than the Maximum Committed Credit Amount and the Maximum Credit Amount. This opinion applies only to the laws of [ ] and the federal laws of the United States of America and relates only to the matters expressly addressed above. We express no opinion with respect to any other matters. This opinion is rendered only to the Operations Agent and the Banks and is solely for the benefit of the Operations Agent and the Banks in connection with the transactions contemplated by the Credit Agreement, may not be relied upon by the Operations Agent or the Banks for any other purpose, and may not be furnished or quoted to, or relied upon by, any other Person for any purpose without our prior written consent. Very truly yours, [ ] -4- EXHIBIT H ASSIGNMENT AND ACCEPTANCE Dated as of __________, 19__ Reference is made to the Credit Agreement, dated as of June 23, 1999 (as from time to time amended and in effect, the "CREDIT AGREEMENT"), by and among each investment management company listed on SCHEDULE 1 to the Credit Agreement [as heretofore revised], on behalf of itself and its respective investment portfolios identified thereon (collectively, the "BORROWERS" and each individually a "BORROWER"); the Banks listed on SCHEDULE 2 attached thereto, as revised from time to time (collectively, and together with State Street Bank and Trust Company, in its capacity as Swing Line Lender, the "BANKS" and each individually a "BANK"); Deutsche Bank AG, New York Branch, as administrative agent (the "ADMINISTRATIVE AGENT"); Bank of Nova Scotia, as syndication agent (the "SYNDICATION AGENT"); and State Street Bank and Trust Company, as operations agent (the "OPERATIONS AGENT"). Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Credit Agreement. [ ] (the "ASSIGNOR") and [ ] (the "ASSIGNEE") hereby agree as follows: 1. ASSIGNMENT. Subject to the terms and conditions of this Assignment and Acceptance, the Assignor hereby sells and assigns to the Assignee, and the Assignee hereby purchases and assumes without recourse to the Assignor, a $____________ interest in and to the rights, benefits, indemnities and obligations of the Assignor under the Credit Agreement equal to _____.00% in respect of the Maximum Committed Credit Amount immediately prior to the Effective Date (as hereinafter defined). 2. ASSIGNOR'S REPRESENTATIONS. The Assignor (i) represents and warrants that (A) it is legally authorized to enter into this Assignment and Acceptance, (B) as of the date hereof, its Commitment is $______________, its Facility Percentage is _____.00%, and the aggregate outstanding principal balance of its Committed Credit Loans equals $____________ (in each case after giving effect to the assignment contemplated hereby but without giving effect to any contemplated assignments which have not yet become effective), and (C) immediately after giving effect to all assignments which have not yet become effective, the Assignor's Facility Percentage will be sufficient to give effect to this Assignment and Acceptance; (ii) makes no representation or warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement or any of the other Loan Documents, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant thereto, other than that it is the legal and beneficial owner of the interest being assigned by it hereunder free and clear of any claim or encumbrance; and (iii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Borrower or any other Person primarily or secondarily liable in respect of any of the obligations of the Borrowers under or in respect of the Credit Agreement, the other Loan Documents, and any other instrument or document executed and/or delivered pursuant thereto, including, without limitation, the Loans (the "OBLIGATIONS"), or the performance or observance by any Borrower or any other Person primarily or secondarily liable in respect of any of the Obligations. 3. ASSIGNEE'S REPRESENTATIONS. The Assignee (i) represents and warrants that (A) it is duly and legally authorized to enter into this Assignment and Acceptance, (B) the execution, delivery and performance of this Assignment and Acceptance do not conflict with any provision of law or of the charter or by-laws of the Assignee, or of any agreement binding on the Assignee, (C) all acts, conditions and things required to be done and performed and to have occurred prior to the execution, delivery and performance of this Assignment and Acceptance, and to render the same the legal, valid and binding obligation of the Assignee, enforceable against it in accordance with its terms, have been done and performed and have occurred in due and strict compliance with all applicable laws; (ii) confirms that it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 8.01 thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance; (iii) agrees that it will, independently and without reliance upon the Assignor, the Operations Agent or any other Bank and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (iv) represents and warrants that it meets the criteria of an eligible assignee set forth in subsection 15.07(c) of the Credit Agreement; (v) appoints and authorizes the Operations Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to the Operations Agent by the terms thereof, together with such powers as are reasonably incidental thereto; and (vi) agrees that it will perform in accordance with their terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Bank. 4. EFFECTIVE DATE. The effective date for this Assignment and Acceptance shall be ___________________ (the "EFFECTIVE DATE"). Following the execution of this Assignment and Acceptance and the consent of the Borrowers hereto having been obtained, each party hereto shall deliver its duly executed COUNTERPART hereof to the Operations Agent for acceptance by the Operations Agent, together with a certified bank check in the amount of $3,000 payable to the order of the Operations Agent. [SCHEDULE 2 to the Credit Agreement shall thereupon be replaced as of the Effective Date by the SCHEDULE 2 annexed hereto]. 5. RIGHTS UNDER CREDIT AGREEMENT. Upon such acceptance and recording, from and after the Effective Date, (i) the Assignee shall be a party to the Credit Agreement and, to the extent provided in this Assignment and Acceptance, have the rights and obligations of a Bank thereunder, and (ii) the Assignor shall, with respect to that portion of its interest under the Credit Agreement assigned hereunder, relinquish its rights and be released from its obligations under the Credit Agreement; PROVIDED, HOWEVER, that the Assignor shall retain its rights to be indemnified pursuant to Section 15.12 of the Credit Agreement with respect to any claims or actions arising prior to the Effective Date. 6. PAYMENTS. Upon such acceptance of this Assignment and Acceptance by the Operations Agent, from and after the Effective Date, the Operations Agent shall make all payments in respect of the rights and interests assigned hereby (including payments of principal, interest, fees and other amounts) to the Assignee. The Assignor and the Assignee shall make any appropriate adjustments in payments for periods prior to the Effective Date by the Operations Agent or with respect to the making of this assignment directly between themselves. 7. GOVERNING LAW. THIS ASSIGNMENT AND ACCEPTANCE IS INTENDED TO TAKE EFFECT AS A SEALED INSTRUMENT TO BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE [ ] OF [ ] (WITHOUT REFERENCE TO THE CONFLICT OF LAWS PRINCIPLES THEREOF). 8. COUNTERPARTS. This Assignment and Acceptance may be executed in any number of counterparts which shall together constitute but one and the same agreement. IN WITNESS WHEREOF, intending to be legally bound, each of the undersigned has caused this Assignment and Acceptance to be executed on its behalf by its officer thereunto duly authorized, as of the date first above written. [ ] By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- [ ] By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- CONSENTED TO: - ------------- [ ] By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- [ ] By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- [ ] -3- [ ] By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- -4- EX-99.13(E) 12 a2026585zex-99_13e.txt EXHIBIT 99.13(E) EXHIBIT 13(e) FIRST AMENDMENT TO CREDIT AGREEMENT This First Amendment to Credit Agreement (this "FIRST AMENDMENT") is entered into as of this 21st day of June, 2000, by and among each investment management company listed on Schedule 1 to the Credit Agreement, dated as of June 23, 1999 (the "CREDIT AGREEMENT"), as heretofore revised and as further revised by this First Amendment, on behalf of itself or its respective investment portfolios identified thereon, severally and not jointly (collectively, the "BORROWERS", and each individually a "BORROWER"); the Banks listed on Schedule 2 to the Credit Agreement, as revised by this First Amendment (collectively, and together with State Street Bank and Trust Company, in its capacity as Swing Line Lender, the "BANKS", and each individually a "BANK"); Deutsche Bank AG, New York Branch, not individually but in its separate capacity as administrative agent for the Banks under the Credit Agreement (in such capacity, the "ADMINISTRATIVE AGENT"); The Bank of Nova Scotia, not individually but in its separate capacity as syndication agent for the Banks under the Credit Agreement (in such capacity, the "SYNDICATION AGENT"); BNP Paribas, not individually but in its separate capacity as documentation agent for the Banks under the Credit Agreement (in such capacity, the "DOCUMENTATION AGENT"); and State Street Bank and Trust Company, not individually but in its separate capacity as operations agent for the Banks under the Credit Agreement (in such capacity, the "OPERATIONS AGENT", and, together with the Administrative Agent, the Syndication Agent and the Documentation Agent, the "AGENTS"). Unless otherwise indicated or unless the context otherwise requires, capitalized terms used herein and not otherwise defined shall have the respective meanings provided such terms in the Credit Agreement, as amended by this First Amendment. RECITALS WHEREAS, certain of the Borrowers (the "EXISTING Borrowers"), certain of the Banks (the "EXISTING BANKS"), the Administrative Agent, the Syndication Agent and the Operations Agent previously executed the Credit Agreement; WHEREAS, the Borrowers, the Existing Banks, the Administrative Agent, the Syndication Agent and the Operations Agent wish to amend the Credit Agreement to increase the Maximum Committed Credit Amount by One Hundred Million Dollars ($100,000,000) to Three Hundred Fifty Million Dollars ($350,000,000), and to increase the Swing Line Amount by Twenty-Five Million ($25,000,000) to Seventy-Five Million Dollars ($75,000,000); WHEREAS, the Borrowers desire to renew the credit facilities made available to them under the Credit Agreement for an additional term of 364 days; and WHEREAS, the Existing Banks, the Administrative Agent, the Syndication Agent and the Operations Agent are willing to renew the credit facilities made available thereby upon the terms and subject to the conditions set forth herein; WHEREAS, the Existing Borrowers and the Existing Banks desire to further amend the Credit Agreement to add Emerging Growth Trust, an investment portfolio of Warburg Pincus Trust (the "ADDITIONAL BORROWER"), as a party thereto; WHEREAS, the Borrowers, the Existing Banks, the Administrative Agent, the Syndication Agent and the Operations Agent wish to amend the Credit Agreement to add Credit Lyonnais New York Branch and Den Danske Bank as bank(s) party thereto, and to add BNP Paribas as documentation agent for the Banks; WHEREAS, the parties hereto desire to make certain other changes to the Credit Agreement; NOW, THEREFORE, in furtherance of the foregoing, and in consideration of mutual promises and other good and valuable consideration each to the other given, the receipt of which is hereby acknowledged, the parties hereto agree as follows: SECTION 1. AMENDMENTS TO CREDIT AGREEMENT. (a) Section 1.01 of the Credit Agreement is hereby amended by: (i) deleting the definitions of "FEDERAL FUNDS EFFECTIVE RATE", "MAXIMUM COMMITTED CREDIT AMOUNT", "MAXIMUM CREDIT AMOUNT" and "SWING LINE AMOUNT" in their entirety; and (ii) substituting in lieu thereof the following: "FEDERAL FUNDS EFFECTIVE RATE" shall mean, at the relevant time of reference thereto, the rate that appears in Bloomberg, page BTMM, as the "Federal Funds Offered Rate", as quoted by Garvin Guy Butler as of 9:30 a.m. (New York time), or, if unavailable, by any other federal funds broker of recognized standing as determined by the Operations Agent. "MAXIMUM COMMITTED CREDIT AMOUNT" shall mean the maximum amount of the Banks' commitments to make Committed Credit Loans to the Borrowers hereunder, which in the first instance shall be $350,000,000, as the same may be reduced from time to time pursuant to Section 2.02 hereof. "MAXIMUM CREDIT AMOUNT" shall mean the maximum amount of credit available to the Borrowers hereunder, which in the first instance shall be $350,000,000, as the same may be reduced from time to time pursuant to Section 2.02 hereof. "SWING LINE AMOUNT" shall mean the maximum amount of Swing Line Loans made or to be made by the Swing Line Lender to the Borrowers hereunder, which shall be $75,000,000." (b) Section 1.01 of the Credit Agreement is further amended by inserting the following defined terms in proper alphabetical order: "CLOSED-END FUND" shall mean any Borrower designated as such on Schedule 1 annexed hereto, which designation shall be concurred in by the Agents. "FACILITY FEE" shall have the meaning specified in Section 5.01(a) hereof" (c) Section 1.01 of the Credit Agreement is still further amended by deleting the definitions of "COMMITMENT FEE" and "YEAR 2000 PROBLEM" in their entirety. -2- (d) Section 5.01(a) of the Credit Agreement is hereby amended by: (i) deleting said Section 5.01(a) in its entirety; and (ii) substituting in lieu thereof the following: "(a) The Borrowers shall pay to the Operations Agent for the ratable benefit of the Banks, and in accordance with the Specified Percentages, a facility fee (the "FACILITY FEE") for the period commencing June 21, 2000 to and including the termination of the Commitments hereunder equal to seven and one-half (7-1/2) basis points (75/1000 of 1%) per annum of the Maximum Committed Credit Amount regardless of usage. The Facility Fee shall be payable quarterly in arrears on the fifteenth Banking Day of each April, July, October and January of each year for the calendar quarter ending as of the last day of the immediately preceding month, commencing on the first such date next succeeding the date hereof, and, in connection with the partial reduction of the Maximum Committed Credit Amount in accordance with Section 2.02(a) hereof, on the date of such reduction, and on the date of any termination of any of the Commitments." (e) Section 5.01 of the Credit Agreement is further amended by: (i) deleting all references to "Commitment Fee" and "Commitment Fees" contained therein (including in the heading thereof); and (ii) substituting in lieu thereof "Facility Fee" and "Facility Fees", as appropriate. (f) Section 5.02 of the Credit Agreement is amended by: (i) deleting the first sentence of said Section 5.02; and (ii) substituting in lieu thereof the following: "The Borrowers shall pay, in accordance with the Specified Percentages, the Operations Agent for its own account a fee (the "OPERATIONS AGENT'S FEE") in an amount to be agreed upon by the Borrowers and the Operations Agent." (g) Section 5.03 of the Credit Agreement is amended by: (i) deleting said Section 5.03 in its entirety; and (ii) substituting in lieu thereof the following: "Section 5.03. Arranging Fee. The Borrowers shall pay, in accordance with the Specified Percentages, the Administrative Agent for its own account a fee (the "Arranging Fee") in an amount to be agreed upon by the Borrowers and the Administrative Agent. The Arranging Fee shall be payable annually in advance on the date of this Agreement and on the effective date of any renewal of the Commitments pursuant to Article XIV hereof." (h) Section 5.04 of the Credit Agreement is amended by: (i) deleting said Section 5.04 in its entirety; and (ii) substituting in lieu thereof the following: "Section 5.04. ALLOCATION FEE. The Borrowers shall pay, in accordance with the Specified Percentages, the Operations Agent for the ratable benefit of the Banks an allocation fee (the "ALLOCATION FEE") in an amount equal to two and one-half (2-1/2) basis points (25/1000 of 1%) of the aggregate Commitments. The Allocation Fee shall be payable annually in advance on the date of this Agreement and on the effective date of any renewal of the Commitments pursuant to Article XIV hereof." -3- (i) Article VII of the Credit Agreement is amended by: (i) deleting Section 7.18 of said Article VII in its entirety; and (ii) renumbering Section 7.19 as Section 7.18. (j) Section 9.01(b) of the Credit Agreement is amended by: (i) deleting said Section 9.01(b) in its entirety; and (ii) substituting in lieu thereof the following: "(b) The aggregate Indebtedness of the Borrower in respect of Loans shall at no time exceed (i) 33-1/3% of the Borrower's Net Assets, in the case of any Borrower that is a Domestic Fund, (ii) 25% of the Borrower's Net Assets, in the case of Warburg Pincus Global Post Venture Capital Fund, Inc., Warburg Pincus Global Health Sciences Fund, Inc., Warburg Pincus High Yield Fund, Inc., and Global Post Venture Capital Portfolio of Warburg Pincus Trust, and any Borrower that is an International Fund, (iii) 20% of the Borrower's Net Assets, in the case of any Borrower that is a Restricted Fund, and (iv) 15% of the Borrower's Net Assets, in the case of any Borrower that is a Closed-End Fund. The lesser of the amounts determined with respect to the Borrower pursuant to paragraphs (a) or (b) of this Section 9.01 is sometimes referred to herein as the Borrower's "Borrowing Base."" (k) Section 15.07(c) of the Credit Agreement is amended by: (i) deleting the sixth line of said Section 15.07(c); and (ii) substituting in lieu thereof the following: "$5,000,000, and shall be to a banking or other financial institution or other entity not otherwise prohibited from so acting under the Investment Company Act and having a combined capital and surplus of at least...." (l) The Credit Agreement is further amended by: (i) deleting all references in the Credit Agreement, including, without limitation, Sections 2.02(a), 2.02(b), 4.02(a), 4.02(f), 4.09, 10.01, 14.02 and 15.02(a) thereof, to "Commitment Fee" and "Commitment Fees"; and (ii) substituting in lieu thereof "Facility Fee" and "Facility Fees", as appropriate. (m) SCHEDULE 1 to the Credit Agreement is hereby amended to, among other things, add Emerging Growth Portfolio, a Portfolio of Warburg Pincus Trust, as a Borrower under the Credit Agreement, and to eliminate Fixed Income Portfolio and Global Fixed Income Portfolio, each being a Portfolio of Warburg Pincus Trust II, as Borrowers under the Credit Agreement by: (i) deleting said SCHEDULE 1 in its entirety; and (ii) substituting in lieu thereof SCHEDULE 1 annexed hereto. (n) SCHEDULE 2 to the Credit Agreement is hereby amended by: (i) deleting said SCHEDULE 2 in its entirety; and (ii) substituting in lieu thereof SCHEDULE 2 annexed hereto. (o) EXHIBITS A, B and F annexed to the Credit Agreement are hereby amended to make certain changes therein consistent with this First Amendment by: (i) deleting said EXHIBITS A, B and F in their entirety; and (ii) substituting in lieu thereof EXHIBITS A, B and C annexed hereto. -4- SECTION 2. REPRESENTATIONS AND WARRANTIES. In order to induce the Banks and the Agents to enter into this First Amendment, each Borrower, severally and not jointly, makes the following representations and warranties, all of which shall survive the execution and delivery of this First Amendment: (a) The Borrower has adequate power and authority to execute and deliver this First Amendment and the other agreements, documents and instruments executed in connection herewith or contemplated hereby, and to perform its obligations hereunder and under the Credit Agreement as amended hereby. (b) The execution, delivery and performance of this First Amendment and the other agreements, documents and instruments executed and delivered in connection herewith or contemplated hereby have been duly authorized by all necessary action on the part of the Borrower, will not result in a violation of or be in conflict with or constitute a default under any term of the Prospectus of the Borrower, or of its charter, articles of association, declaration of trust or by-laws, or of any investment, borrowing or other similar type of policy or restriction to which the Borrower is subject, or of any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to the Borrower, or result in the creation of any mortgage, lien, charge or encumbrance upon any of the properties or assets of the Borrower pursuant to any such term. (c) This First Amendment effectively amends the Credit Agreement in accordance with the terms hereof. The obligations of the Borrower hereunder and under the Credit Agreement as amended hereby constitute the legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their respective terms. (d) All of the representations and warranties made by the Borrower in the Credit Agreement, including those in Article VII thereof, are true and correct on the date hereof as if made on and as of the date hereof and are so repeated herein, except that representations and warranties of financial statements or conditions as of an earlier date relate solely to such earlier date. (e) Upon the execution and delivery of this First Amendment and the other agreements, documents and instruments executed in connection herewith or contemplated hereby, and the satisfaction of each of the conditions precedent set forth in Section 3 of this First Amendment, no Default shall exist and be continuing. SECTION 3. CONDITIONS PRECEDENT. The agreements contained herein and the amendments contemplated hereby shall become effective on the date when all of the parties hereto shall have executed a copy hereof and shall have delivered the same to the Banks and the Operations Agent, and when each of the following conditions shall have been fulfilled: (a) The Operations Agent shall have received from each Borrower, with sufficient copies for each Bank, copies of all resolutions of such Borrower's Board of Trustees or Board of Directors, as applicable, authorizing (i) its execution and delivery of this First Amendment, and (ii) its performance of all of its agreements and obligations hereunder and under the Credit Agreement as amended hereby, certified by the Secretary or Assistant Secretary of the Borrower; -5- (b) The Operations Agent shall have received for itself and each of the other Banks a duly completed and executed Federal Reserve Form F.R. U-1 from each Borrower; (c) The Banks and the Operations Agent shall have received from counsel to the Borrowers an opinion(s) addressed to the Banks and the Operations Agent, dated the date hereof, which opinion(s) shall be in form and substance satisfactory to the Banks and the Operations Agent. (d) The Operations Agent and the Banks shall be satisfied that there has been no material adverse change in the business, assets, operations, prospects or condition (financial or otherwise) of any Borrower since the date of the latest financial statements delivered to the Operations Agent and the Banks pursuant to Section 7.02 or 8.01 of the Credit Agreement; (e) Without, in any way, limiting the scope of paragraph (d) above, the Operations Agent and the Banks shall be satisfied that there has been no material adverse change in any law, rule, regulation, decree or order of any governmental authority binding upon any Borrower or otherwise applicable to the Operations Agent, the Banks or any Borrower; (f) The Operations Agent shall have received from the Borrowers, on behalf of and in trust for each Bank, all accrued and unpaid Commitment Fees (as such term is defined in the Credit Agreement) and all accrued and unpaid interest owing to each Bank under the Credit Agreement calculated as of the date of this First Amendment; (g) Each Borrower shall have performed and complied in all material respects with all terms and conditions herein required to be performed or complied with by it on or prior to the date hereof, and the consummation of the transactions on the date hereof shall not result in a Default; (h) The Operations Agent shall have received from each Borrower, with sufficient copies for each Bank, a certificate dated as of the date of this First Amendment, in form and substance satisfactory to the Banks and the Operations Agent, in which such Borrower shall represent and warrant to the Banks and the Operations Agent all matters set forth in Section 2 hereof and shall represent and warrant to the Banks and the Operations Agent that the conditions precedent set forth in paragraph (g) of this Section 3 are satisfied at and as of the date of this First Amendment; (i) The Operations Agent shall have received the Operations Agent's Fee from the Borrowers as provided in Section 5.02 of the Credit Agreement, as amended by this First Amendment; (j) The Administrative Agent shall have received the Arranging Fee from the Borrowers as provided in Section 5.03 of the Credit Agreement, as amended by this First Amendment; (k) The Operations Agent shall have received for the ratable benefit of the Banks the Allocation Fee from the Borrowers as provided in Section 5.04 of the Credit Agreement, as amended by this First Amendment; -6- (l) The Banks and the Operations Agent shall have received all other information and documents which any of them may reasonably have requested in connection with the transactions contemplated hereunder and under the Credit Agreement as amended hereby, such information and documents, where appropriate, to be certified by the proper officers of each Borrower or by governmental authorities. SECTION 4. RATIFICATION OF EXISTING AGREEMENTS, ETC. All obligations of each Borrower to the Banks and the Agents under or in respect of the Credit Agreement and the other Loan Documents, except as otherwise expressly modified or contemplated to be modified in this First Amendment, are hereby ratified and confirmed in all respects, and as so ratified and confirmed constitute legal, valid and binding obligations of the Borrowers enforceable against the Borrowers in accordance with their respective terms. By executing this First Amendment, each Borrower, the Banks and the Agents agree to waive the notice requirement of Section 14.01 of the Credit Agreement, and agree to the renewal of the Commitments as amended hereby for a new 364-day period ending June 20, 2001, which shall be an "Expiration Date" as defined in Section 14.01 of the Credit Agreement, as amended hereby. Each Borrower, the Banks and the Agents further agree that each Loan outstanding to a Borrower under the Credit Agreement as of the date hereof shall be deemed to be a Loan outstanding to such Borrower under the Credit Agreement as amended by this First Amendment. Furthermore, by its execution of this First Amendment the Additional Borrower agrees to be bound by the terms and conditions of the Credit Agreement, as amended hereby, in all respects as a Borrower thereunder and hereby assumes all of the obligations of a Borrower thereunder. SECTION 5. MISCELLANEOUS. (a) This First Amendment may be executed on separate counterparts by the parties hereto, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same agreement. (b) This First Amendment and the rights and obligations of the parties hereunder shall be construed in accordance with and be governed by the laws of the State of New York (without giving effect to the conflict of laws principles thereof). (c) The headings of the several sections of this First Amendment are inserted for convenience only and shall not in any way effect the meaning or construction of any provision of this First Amendment. (d) This First Amendment and each of the other agreements, documents and instruments executed and delivered in connection herewith or contemplated hereby constitute Loan Documents under and as defined in the Credit Agreement. SECTION 6. LIMITATION OF LIABILITY. Notice is hereby given that this First Amendment has been executed by an officer of each Borrower, in that capacity and not individually. The Banks acknowledge that the obligations of or arising out of this First Amendment and the Credit Agreement, as amended hereby, are not binding upon any of the Borrowers' trustees, directors, officers, employees, agents or shareholders individually, but are binding solely upon the assets and property of the Borrowers. Notwithstanding any other provision of this First Amendment, -7- the Credit Agreement, as amended hereby, or any other Loan Document to the contrary, to the extent that this First Amendment is executed by an Investment Company on behalf of one or more Portfolios of such Investment Company, as a Borrower(s) hereunder, the Banks further acknowledge that the obligations of or arising out of this First Amendment and the Credit Agreement, as amended hereby, are binding upon the assets and property of the Portfolio on whose behalf an Investment Company has executed this instrument and that, with respect to each such Portfolio, such obligations are several but not joint. Without limiting the foregoing, the obligations of the Borrowers are several, not joint. This First Amendment shall be deemed to constitute a separate agreement between each Borrower and the other parties hereto (other than the other Borrowers) as if such Borrower had executed a separate agreement naming only itself and the other parties hereto (other than the other Borrowers) as parties. No Borrower shall be liable for the obligations (whether for principal, interest, fees, expenses or otherwise) of any other Borrower hereunder. In the case of each Borrower that is an Investment Company organized as a Massachusetts business trust or Portfolio of such an Investment Company, the declarations of trust for each such trust refer to the trustees collectively as trustees and not as individuals personally, and the declarations of trust provide that no shareholder, trustee, officer, employee or agent of the trust shall be subject to claims against or obligations of the trust to any extent whatsoever, but that the trust estate only shall be liable. IN WITNESS WHEREOF, the parties hereto have executed this First Amendment as a sealed instrument as of the day and year first above written. WARBURG PINCUS CAPITAL WARBURG PINCUS EMERGING APPRECIATION FUND GROWTH FUND, INC By: By: --------------------------------------------------- --------------------------------------------------------- Name: Name: ------------------------------------------------- ------------------------------------------------------- Title: Title: ------------------------------------------------ ------------------------------------------------------ WARBURG PINCUS INTERNATIONAL WARBURG PINCUS INTERNATIONAL EQUITY FUND, INC. SMALL COMPANY FUND, INC. By: By: --------------------------------------------------- --------------------------------------------------------- Name: Name: ------------------------------------------------- ------------------------------------------------------- Title: Title: ------------------------------------------------ ------------------------------------------------------
-8- WARBURG PINCUS JAPAN WARBURG PINCUS JAPAN SMALL COMPANY FUND, INC. GROWTH FUND, INC. By: By: --------------------------------------------------- --------------------------------------------------------- Name: Name: ------------------------------------------------- ------------------------------------------------------- Title: Title: ------------------------------------------------ ------------------------------------------------------ WARBURG PINCUS EMERGING MARKETS WARBURG PINCUS MAJOR FUND, INC. FOREIGN MARKETS FUND, INC. By: By: --------------------------------------------------- --------------------------------------------------------- Name: Name: ------------------------------------------------- ------------------------------------------------------- Title: Title: ------------------------------------------------ ------------------------------------------------------ WARBURG PINCUS SMALL WARBURG PINCUS SMALL COMPANY VALUE FUND, INC. COMPANY GROWTH FUND, INC. By: By: --------------------------------------------------- --------------------------------------------------------- Name: Name: ------------------------------------------------- ------------------------------------------------------- Title: Title: ------------------------------------------------ ------------------------------------------------------ WARBURG PINCUS GLOBAL WARBURG PINCUS GLOBAL POST VENTURE CAPITAL FUND, INC. HEALTH SCIENCES FUND, INC. By: By: --------------------------------------------------- --------------------------------------------------------- Name: Name: ------------------------------------------------- ------------------------------------------------------- Title: Title: ------------------------------------------------ ------------------------------------------------------ WARBURG PINCUS FIXED INCOME WARBURG PINCUS GLOBAL FUND FIXED INCOME FUND, INC By: By: --------------------------------------------------- --------------------------------------------------------- Name: Name: ------------------------------------------------- ------------------------------------------------------- Title: Title: ------------------------------------------------ ------------------------------------------------------
-9- WARBURG PINCUS INTERMEDIATE WARBURG PINCUS BALANCED MATURITY GOVERNMENT FUND, INC. FUND, INC. By: By: --------------------------------------------------- --------------------------------------------------------- Name: Name: ------------------------------------------------- ------------------------------------------------------- Title: Title: ------------------------------------------------ ------------------------------------------------------ WARBURG PINCUS VALUE FUND, INC. WARBURG PINCUS NEW YORK INTERMEDIATE MUNICIPAL FUND By: By: --------------------------------------------------- --------------------------------------------------------- Name: Name: ------------------------------------------------- ------------------------------------------------------- Title: Title: ------------------------------------------------ ------------------------------------------------------ WARBURG PINCUS GLOBAL CREDIT SUISSE INSTITUTIONAL TELECOMMUNICATIONS FUND, INC. INTERNATIONAL GROWTH FUND, INC. By: By: --------------------------------------------------- --------------------------------------------------------- Name: Name: ------------------------------------------------- ------------------------------------------------------- Title: Title: ------------------------------------------------ ------------------------------------------------------ WARBURG PINCUS HIGH YIELD WARBURG PINCUS MUNICIPAL FUND, INC. BOND FUND, INC. By: By: --------------------------------------------------- --------------------------------------------------------- Name: Name: ------------------------------------------------- ------------------------------------------------------- Title: Title: ------------------------------------------------ ------------------------------------------------------ CREDIT SUISSE INSTITUTIONAL WARBURG PINCUS EUROPEAN EQUITY STRATEGIC GLOBAL FIXED INCOME FUND, INC. FUND, INC. By: By: --------------------------------------------------- --------------------------------------------------------- Name: Name: ------------------------------------------------- ------------------------------------------------------- Title: Title: ------------------------------------------------ ------------------------------------------------------
-10- CREDIT SUISSE INSTITUTIONAL U.S. WARBURG PINCUS LONG-SHORT MARKET CORE FIXED INCOME FUND, INC. NEUTRAL FUND, INC. By: By: --------------------------------------------------- --------------------------------------------------------- Name: Name: ------------------------------------------------- ------------------------------------------------------- Title: Title: ------------------------------------------------ ------------------------------------------------------ WARBURG PINCUS FOCUS FUND, INC CREDIT SUISSE INSTITUTIONAL U.S. CORE EQUITY FUND, INC. By: By: --------------------------------------------------- --------------------------------------------------------- Name: Name: ------------------------------------------------- ------------------------------------------------------- Title: Title: ------------------------------------------------ ------------------------------------------------------ CREDIT SUISSE INSTITUTIONAL WARBURG PINCUS TRUST, on behalf of International Equity FUND, INC., on behalf of International Equity Portfolio, Small Company Growth Portfolio, Emerging Markets Portfolio, Small Company Growth Portfolio, Portfolio, Global Post-Venture Capital Portfolio, Value Emerging Markets Portfolio, Value Portfolio, Portfolio, and Emerging Growth Portfolio Japan Growth Portfolio, and Small Company Value Portfolio By: By: --------------------------------------------------- --------------------------------------------------------- Name: Name: ------------------------------------------------- ------------------------------------------------------- Title: Title: ------------------------------------------------ ------------------------------------------------------ THE BRAZILIAN EQUITY FUND, INC. THE CHILE FUND, INC. By: By: --------------------------------------------------- --------------------------------------------------------- Name: Name: ------------------------------------------------- ------------------------------------------------------- Title: Title: ------------------------------------------------ ------------------------------------------------------
-11- THE EMERGING MARKETS THE EMERGING MARKETS TELECOMMUNICATIONS FUND, INC. INFRASTRUCTURE FUND, INC. By: By: --------------------------------------------------- --------------------------------------------------------- Name: Name: ------------------------------------------------- ------------------------------------------------------- Title: Title: ------------------------------------------------ ------------------------------------------------------ THE FIRST ISRAEL FUND, INC. THE INDONESIA FUND, INC. By: By: --------------------------------------------------- --------------------------------------------------------- Name: Name: ------------------------------------------------- ------------------------------------------------------- Title: Title: ------------------------------------------------ ------------------------------------------------------ THE LATIN AMERICA EQUITY THE LATIN AMERICA INVESTMENT FUND, INC. FUND, INC. By: By: --------------------------------------------------- --------------------------------------------------------- Name: Name: ------------------------------------------------- ------------------------------------------------------- Title: Title: ------------------------------------------------ ------------------------------------------------------ CREDIT SUISSE ASSET MANAGEMENT CREDIT SUISSE ASSET INCOME FUND, INC. MANAGEMENT STRATEGIC GLOBAL INCOME FUND, INC. By: By: --------------------------------------------------- --------------------------------------------------------- Name: Name: ------------------------------------------------- ------------------------------------------------------- Title: Title: ------------------------------------------------ ------------------------------------------------------ THE PORTUGAL FUND, INC. By: --------------------------------------------------- Name: ------------------------------------------------- Title: ------------------------------------------------
-12- STATE STREET BANK AND TRUST THE BANK OF NOVA SCOTIA, COMPANY, in its individual capacity and in its individual capacity and as as Operations Agent Syndication Agent By: /s/ Steven G. Caron By: /s/ James R. Trimble ------------------------------------------ ------------------------------------- Name: Steven G. Caron Name: James R. Trimble ----------------------------------------- ----------------------------------- Title: Vice President Title: Managing Director ---------------------------------------- ---------------------------------- DEUTSCHE BANK AG, NEW YORK BNP PARIBAS, in its individual capacity and as BRANCH, in its individual capacity and Documentation Agent as Administrative Agent By: /s/ Gayma Z. Shivnarain By: /s/ Marguerite L. Lebon ------------------------------------------ ------------------------------------- Name: Gayma Z. Shivnarain Name: Marguerite L. Lebon ----------------------------------------- ----------------------------------- Title: Director Title: Assistant Vice President ---------------------------------------- ---------------------------------- By: /s/ Ruth Leung By: /s/ Laurent Vanderzyppe ------------------------------------------ ------------------------------------- Name: Ruth Leung Name: Laurent Vanderzyppe ----------------------------------------- ----------------------------------- Title: Director Title: Vice President ---------------------------------------- ---------------------------------- CREDIT LYONNAIS NEW YORK BRANCH DEN DANSKE BANK By: /s/ Sebastian Rocco By: /s/ George Neofitidis --------------------------------------- ------------------------------------- Name: Sebastian Rocco Name: George Neofitidis ----------------------------------------- ------------------------------------ Title: Senior Vice President Title: Assistant Vice President ---------------------------------------- ---------------------------------- By: /s/ John A. O'Neill ------------------------------------- Name: John A. O'Neill ------------------------------------ Title: Vice President ----------------------------------
-13- SCHEDULE 1 Dated as of June 21, 2000 To Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time to time, the "CREDIT AGREEMENT"), among each investment management company listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its respective investment portfolios identified thereon; the Banks listed on SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as administrative agent; Bank of Nova Scotia, as syndication agent; State Street Bank and Trust Company, as operations agent and BNP Paribas, as documentation agent
PERCENTAGE JURISDICTION ALLOCATION OF NAME AND ADDRESS FORM OF OF FEES AND OF BORROWER ORGANIZATION ORGANIZATION EXPENSES BORROWING BASE Warburg, Pincus Capital Massachusetts Massachusett 3.46% 10% Appreciation Fund* Business Trust 466 Lexington Avenue New York, New York 10017 * Denotes Domestic Fund ** Denotes International Fund *** Denotes Restricted Fund To be executed on behalf of each Borrower by one or more Borrower Agents for such Borrower as follows: Warburg, Pincus Capital Appreciation Fund By: -------------------------------------------------- Name: ------------------------------------------------ Title: ----------------------------------------------- STANDING INSTRUCTIONS: Account Name: Warburg, Pincus Capital Appreciation Fund Account Number: 0360567 Bank: PNC Bank ABA No.: 031 000 053 Attn: Charles Geiser
SCHEDULE 1 Dated as of June 21, 2000 To Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time to time, the "CREDIT AGREEMENT"), among each investment management company listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its respective investment portfolios identified thereon; the Banks listed on SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as administrative agent; Bank of Nova Scotia, as syndication agent; State Street Bank and Trust Company, as operations agent and BNP Paribas, as documentation agent
PERCENTAGE JURISDICTION ALLOCATION OF NAME AND ADDRESS FORM OF OF FEES AND OF BORROWER ORGANIZATION ORGANIZATION EXPENSES BORROWING BASE Warburg, Pincus Corporation Maryland 6.00% 10% Emerging Growth Fund, Inc.* 466 Lexington Avenue New York, New York 10017 * Denotes Domestic Fund ** Denotes International Fund *** Denotes Restricted Fund To be executed on behalf of each Borrower by one or more Borrower Agents for such Borrower as follows: Warburg, Pincus Emerging Growth Fund, Inc. By: -------------------------------------------------- Name: ------------------------------------------------ Title: ----------------------------------------------- STANDING INSTRUCTIONS: Account Name: Warburg, Pincus Emerging Growth Fund Account Number: 0361660 Bank: PNC Bank ABA No.: 031 000 053 Attn: Charles Geiser
SCHEDULE 1 Dated as of June 21, 2000 To Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time to time, the "CREDIT AGREEMENT"), among each investment management company listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its respective investment portfolios identified thereon; the Banks listed on SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as administrative agent; Bank of Nova Scotia, as syndication agent; State Street Bank and Trust Company, as operations agent and BNP Paribas, as documentation agent
PERCENTAGE JURISDICTION ALLOCATION OF NAME AND ADDRESS FORM OF OF FEES AND OF BORROWER ORGANIZATION ORGANIZATION EXPENSES BORROWING BASE Warburg, Pincus Corporation Maryland 31.81% 10% International Equity Fund, Inc.** 466 Lexington Avenue New York, New York 10017 * Denotes Domestic Fund ** Denotes International Fund *** Denotes Restricted Fund To be executed on behalf of each Borrower by one or more Borrower Agents for such Borrower as follows: Warburg, Pincus International Equity Fund, Inc. By: -------------------------------------------------- Name: ------------------------------------------------ Title: ----------------------------------------------- STANDING INSTRUCTIONS: Account Name: Warburg, Pincus International Equity Fund/THI Account Number: 70887658 Bank: State Street, Boston ABA No.: 011 000 028 Attn: Charles Geiser
SCHEDULE 1 Dated as of June 21, 2000 To Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time to time, the "CREDIT AGREEMENT"), among each investment management company listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its respective investment portfolios identified thereon; the Banks listed on SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as administrative agent; Bank of Nova Scotia, as syndication agent; State Street Bank and Trust Company, as operations agent and BNP Paribas, as documentation agent
PERCENTAGE JURISDICTION ALLOCATION OF NAME AND ADDRESS FORM OF OF FEES AND OF BORROWER ORGANIZATION ORGANIZATION EXPENSES BORROWING BASE Warburg, Pincus Corporation Maryland 0.35% 25% International Small Company Fund, Inc.** 466 Lexington Avenue New York, New York 10017 * Denotes Domestic Fund ** Denotes International Fund *** Denotes Restricted Fund To be executed on behalf of each Borrower by one or more Borrower Agents for such Borrower as follows: Warburg, Pincus International Small Company Fund, Inc. By: -------------------------------------------------- Name: ------------------------------------------------ Title: ----------------------------------------------- STANDING INSTRUCTIONS: Account Name: Warburg, Pincus International Small Company Fund/TH23 Account Number: 70887765 Bank: State Street/Boston ABA No.: 011 000 028 Attn: Charles Geiser
SCHEDULE 1 Dated as of June 21, 2000 To Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time to time, the "CREDIT AGREEMENT"), among each investment management company listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its respective investment portfolios identified thereon; the Banks listed on SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as administrative agent; Bank of Nova Scotia, as syndication agent; State Street Bank and Trust Company, as operations agent and BNP Paribas, as documentation agent
PERCENTAGE JURISDICTION ALLOCATION OF NAME AND ADDRESS FORM OF OF FEES AND OF BORROWER ORGANIZATION ORGANIZATION EXPENSES BORROWING BASE Warburg, Pincus Corporation Maryland 14.97% 25% Japan Small Company Fund, Inc.** 466 Lexington Avenue New York, New York 10017 * Denotes Domestic Fund ** Denotes International Fund *** Denotes Restricted Fund To be executed on behalf of each Borrower by one or more Borrower Agents for such Borrower as follows: Warburg, Pincus Japan Small Company Fund, Inc. By: -------------------------------------------------- Name: ------------------------------------------------ Title: ----------------------------------------------- STANDING INSTRUCTIONS: Account Name: Warburg, Pincus Japan Small Company Fund/THO Account Number: 70887468 Bank: State Street/Boston ABA No.: 011 000 028 Attn: Charles Geiser
SCHEDULE 1 Dated as of June 21, 2000 To Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time to time, the "CREDIT AGREEMENT"), among each investment management company listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its respective investment portfolios identified thereon; the Banks listed on SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as administrative agent; Bank of Nova Scotia, as syndication agent; State Street Bank and Trust Company, as operations agent and BNP Paribas, as documentation agent
PERCENTAGE JURISDICTION ALLOCATION OF NAME AND ADDRESS FORM OF OF FEES AND OF BORROWER ORGANIZATION ORGANIZATION EXPENSES BORROWING BASE Warburg, Pincus Corporation Maryland 13.26% 25% Japan Growth Fund, Inc.** 466 Lexington Avenue New York, New York 10017 * Denotes Domestic Fund ** Denotes International Fund *** Denotes Restricted Fund To be executed on behalf of each Borrower by one or more Borrower Agents for such Borrower as follows: Warburg, Pincus Japan Growth Fund, Inc. By: -------------------------------------------------- Name: ------------------------------------------------ Title: ----------------------------------------------- STANDING INSTRUCTIONS: Account Name: Warburg, Pincus Japan Growth Fund/THI4 Account Number: 70887690 Bank: State Street, Boston ABA No.: 011 000 028 Attn: Charles Geiser
SCHEDULE 1 Dated as of June 21, 2000 To Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time to time, the "CREDIT AGREEMENT"), among each investment management company listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its respective investment portfolios identified thereon; the Banks listed on SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as administrative agent; Bank of Nova Scotia, as syndication agent; State Street Bank and Trust Company, as operations agent and BNP Paribas, as documentation agent
PERCENTAGE JURISDICTION ALLOCATION OF NAME AND ADDRESS FORM OF OF FEES AND OF BORROWER ORGANIZATION ORGANIZATION EXPENSES BORROWING BASE Warburg, Pincus Corporation Maryland 2.29% 20% Emerging Markets Fund, Inc.*** 466 Lexington Avenue New York, New York 10017 * Denotes Domestic Fund ** Denotes International Fund *** Denotes Restricted Fund To be executed on behalf of each Borrower by one or more Borrower Agents for such Borrower as follows: Warburg, Pincus Emerging Markets Fund, Inc. By: -------------------------------------------------- Name: ------------------------------------------------ Title: ----------------------------------------------- STANDING INSTRUCTIONS: Account Name: Warburg, Pincus Emerging Markets Fund/TH02 Account Number: 70887443 Bank: State Street, Boston ABA No.: 011 000 028 Attn: Charles Geiser
SCHEDULE 1 Dated as of June 21, 2000 To Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time to time, the "CREDIT AGREEMENT"), among each investment management company listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its respective investment portfolios identified thereon; the Banks listed on SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as administrative agent; Bank of Nova Scotia, as syndication agent; State Street Bank and Trust Company, as operations agent and BNP Paribas, as documentation agent
PERCENTAGE JURISDICTION ALLOCATION OF NAME AND ADDRESS FORM OF OF FEES AND OF BORROWER ORGANIZATION ORGANIZATION EXPENSES BORROWING BASE Warburg, Corporation Maryland 0.27% 25% Pincus Major Foreign Markets Fund, Inc.** 466 Lexington Avenue New York, New York 10017 * Denotes Domestic Fund ** Denotes International Fund *** Denotes Restricted Fund To be executed on behalf of each Borrower by one or more Borrower Agents for such Borrower as follows: Warburg, Pincus Major Foreign Markets Fund, Inc. By: -------------------------------------------------- Name: ------------------------------------------------ Title: ----------------------------------------------- STANDING INSTRUCTIONS: Account Name: Warburg, Pincus Major Foreign Markets Fund/TH12 Account Number: 70887674 Bank: State Street, Boston ABA No.: 011 000 028 Attn: Charles Geiser
SCHEDULE 1 Dated as of June 21, 2000 To Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time to time, the "CREDIT AGREEMENT"), among each investment management company listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its respective investment portfolios identified thereon; the Banks listed on SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as administrative agent; Bank of Nova Scotia, as syndication agent; State Street Bank and Trust Company, as operations agent and BNP Paribas, as documentation agent
PERCENTAGE JURISDICTION ALLOCATION OF NAME AND ADDRESS FORM OF OF FEES AND OF BORROWER ORGANIZATION ORGANIZATION EXPENSES BORROWING BASE Warburg, Corporation Maryland 0.06% 30% Pincus Small Company Value Fund, Inc.* 466 Lexington Avenue New York, New York 10017 * Denotes Domestic Fund ** Denotes International Fund *** Denotes Restricted Fund To be executed on behalf of each Borrower by one or more Borrower Agents for such Borrower as follows: Warburg, Pincus Small Company Value Fund, Inc. By: -------------------------------------------------- Name: ------------------------------------------------ Title: ----------------------------------------------- STANDING INSTRUCTIONS: Account Name: Warburg, Pincus Small Company Value Fund Account Number: 0367470 Bank: PNC Bank ABA No.: 031 000 053 Attn: Charles Geiser
SCHEDULE 1 Dated as of June 21, 2000 To Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time to time, the "CREDIT AGREEMENT"), among each investment management company listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its respective investment portfolios identified thereon; the Banks listed on SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as administrative agent; Bank of Nova Scotia, as syndication agent; State Street Bank and Trust Company, as operations agent and BNP Paribas, as documentation agent
PERCENTAGE JURISDICTION ALLOCATION OF NAME AND ADDRESS FORM OF OF FEES AND OF BORROWER ORGANIZATION ORGANIZATION EXPENSES BORROWING BASE Warburg, Corporation Maryland 0.09% 30% Pincus Small Company Growth Fund, Inc.* 466 Lexington Avenue New York, New York 10017 * Denotes Domestic Fund ** Denotes International Fund *** Denotes Restricted Fund To be executed on behalf of each Borrower by one or more Borrower Agents for such Borrower as follows: Warburg, Pincus Small Company Growth Fund, Inc. By: -------------------------------------------------- Name: ------------------------------------------------ Title: ----------------------------------------------- STANDING INSTRUCTIONS: Account Name: Warburg, Pincus Small Company Growth Fund Account Number: 0367527 Bank: PNC Bank ABA No.: 031 000 053 Attn: Charles Geiser
SCHEDULE 1 Dated as of June 21, 2000 To Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time to time, the "CREDIT AGREEMENT"), among each investment management company listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its respective investment portfolios identified thereon; the Banks listed on SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as administrative agent; Bank of Nova Scotia, as syndication agent; State Street Bank and Trust Company, as operations agent and BNP Paribas, as documentation agent
PERCENTAGE JURISDICTION ALLOCATION OF NAME AND ADDRESS FORM OF OF FEES AND OF BORROWER ORGANIZATION ORGANIZATION EXPENSES BORROWING BASE Warburg, Corporation Maryland 0.40% 25% Pincus Global Post Venture Capital Fund, Inc.** 466 Lexington Avenue New York, New York 10017 * Denotes Domestic Fund ** Denotes International Fund *** Denotes Restricted Fund To be executed on behalf of each Borrower by one or more Borrower Agents for such Borrower as follows: Warburg, Pincus Global Post Venture Capital Fund, Inc. By: -------------------------------------------------- Name: ------------------------------------------------ Title: ----------------------------------------------- STANDING INSTRUCTIONS: Account Name: Warburg, Pincus Global Post-Venture Capital Fund Account Number: 0367496 Bank: PNC Bank ABA No.: 031 000 053 Attn: Charles Geiser
SCHEDULE 1 Dated as of June 21, 2000 To Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time to time, the "CREDIT AGREEMENT"), among each investment management company listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its respective investment portfolios identified thereon; the Banks listed on SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as administrative agent; Bank of Nova Scotia, as syndication agent; State Street Bank and Trust Company, as operations agent and BNP Paribas, as documentation agent
PERCENTAGE JURISDICTION ALLOCATION OF NAME AND ADDRESS FORM OF OF FEES AND OF BORROWER ORGANIZATION ORGANIZATION EXPENSES BORROWING BASE Warburg, Corporation Maryland 0.12% 25% Pincus Global Health Sciences Fund, Inc.** 466 Lexington Avenue New York, New York 10017 * Denotes Domestic Fund ** Denotes International Fund *** Denotes Restricted Fund To be executed on behalf of each Borrower by one or more Borrower Agents for such Borrower as follows: Warburg, Pincus Global Health Sciences Fund, Inc. By: -------------------------------------------------- Name: ------------------------------------------------ Title: ----------------------------------------------- STANDING INSTRUCTIONS: Account Name: Warburg, Pincus Global Health Sciences Fund, Inc Account Number: 0367519 Bank: PNC Bank ABA No.: 031 000 053 Attn: Charles Geiser
SCHEDULE 1 Dated as of June 21, 2000 To Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time to time, the "CREDIT AGREEMENT"), among each investment management company listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its respective investment portfolios identified thereon; the Banks listed on SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as administrative agent; Bank of Nova Scotia, as syndication agent; State Street Bank and Trust Company, as operations agent and BNP Paribas, as documentation agent
PERCENTAGE JURISDICTION ALLOCATION OF NAME AND ADDRESS FORM OF OF FEES AND OF BORROWER ORGANIZATION ORGANIZATION EXPENSES BORROWING BASE Warburg, Massachusetts Massachusett 0.74% 30% Pincus Fixed Business Income Fund* Trust 466 Lexington Avenue New York, New York 10017 * Denotes Domestic Fund ** Denotes International Fund *** Denotes Restricted Fund To be executed on behalf of each Borrower by one or more Borrower Agents for such Borrower as follows: Warburg, Pincus Fixed Income Fund By: -------------------------------------------------- Name: ------------------------------------------------ Title: ----------------------------------------------- STANDING INSTRUCTIONS: Account Name: Warburg, Pincus Fixed Income Fund Account Number: 0360656 Bank: PNC Bank ABA No.: 031 000 053 Attn: Charles Geiser
SCHEDULE 1 Dated as of June 21, 2000 To Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time to time, the "CREDIT AGREEMENT"), among each investment management company listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its respective investment portfolios identified thereon; the Banks listed on SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as administrative agent; Bank of Nova Scotia, as syndication agent; State Street Bank and Trust Company, as operations agent and BNP Paribas, as documentation agent
PERCENTAGE JURISDICTION ALLOCATION OF NAME AND ADDRESS FORM OF OF FEES AND OF BORROWER ORGANIZATION ORGANIZATION EXPENSES BORROWING BASE Warburg, Corporation Maryland 0.26% 25% Pincus Global Fixed Income Fund, Inc.** 466 Lexington Avenue New York, New York 10017 * Denotes Domestic Fund ** Denotes International Fund *** Denotes Restricted Fund To be executed on behalf of each Borrower by one or more Borrower Agents for such Borrower as follows: Warburg, Pincus Global Fixed Income Fund, Inc. By: -------------------------------------------------- Name: ------------------------------------------------ Title: ----------------------------------------------- STANDING INSTRUCTIONS: Account Name: Warburg, Pincus Global Fixed Income Fund/TH18 Account Number: 70887633 Bank: State Street, Boston ABA No.: 011 000 028 Attn: Charles Geiser
SCHEDULE 1 Dated as of June 21, 2000 To Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time to time, the "CREDIT AGREEMENT"), among each investment management company listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its respective investment portfolios identified thereon; the Banks listed on SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as administrative agent; Bank of Nova Scotia, as syndication agent; State Street Bank and Trust Company, as operations agent and BNP Paribas, as documentation agent
PERCENTAGE JURISDICTION ALLOCATION OF NAME AND ADDRESS FORM OF OF FEES AND OF BORROWER ORGANIZATION ORGANIZATION EXPENSES BORROWING BASE Warburg, Corporation Maryland 0.12% 30% Pincus Intermediate Maturity Government Fund, Inc.* 466 Lexington Avenue New York, New York 10017 * Denotes Domestic Fund ** Denotes International Fund *** Denotes Restricted Fund To be executed on behalf of each Borrower by one or more Borrower Agents for such Borrower as follows: Warburg, Pincus Intermediate Maturity Government Fund, Inc. By: -------------------------------------------------- Name: ------------------------------------------------ Title: ----------------------------------------------- STANDING INSTRUCTIONS: Account Name: Warburg, Pincus Intermediate Maturity Government Fund Account Number: 0361783 Bank: PNC Bank ABA No.: 031 000 053 Attn: Charles Geiser
SCHEDULE 1 Dated as of June 21, 2000 To Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time to time, the "CREDIT AGREEMENT"), among each investment management company listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its respective investment portfolios identified thereon; the Banks listed on SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as administrative agent; Bank of Nova Scotia, as syndication agent; State Street Bank and Trust Company, as operations agent and BNP Paribas, as documentation agent
PERCENTAGE JURISDICTION ALLOCATION OF NAME AND ADDRESS FORM OF OF FEES AND OF BORROWER ORGANIZATION ORGANIZATION EXPENSES BORROWING BASE Warburg, Corporation Maryland 0.07% 30% Pincus Balanced Fund, Inc.* 466 Lexington Avenue New York, New York 10017 * Denotes Domestic Fund ** Denotes International Fund *** Denotes Restricted Fund To be executed on behalf of each Borrower by one or more Borrower Agents for such Borrower as follows: Warburg, Pincus Balanced Fund, Inc. By: -------------------------------------------------- Name: ------------------------------------------------ Title: ----------------------------------------------- STANDING INSTRUCTIONS: Account Name: Warburg, Pincus Balanced Fund Account Number: 0181191 Bank: PNC Bank ABA No.: 031 000 053 Attn: Charles Geiser
SCHEDULE 1 Dated as of June 21, 2000 To Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time to time, the "CREDIT AGREEMENT"), among each investment management company listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its respective investment portfolios identified thereon; the Banks listed on SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as administrative agent; Bank of Nova Scotia, as syndication agent; State Street Bank and Trust Company, as operations agent and BNP Paribas, as documentation agent
PERCENTAGE JURISDICTION ALLOCATION OF NAME AND ADDRESS FORM OF OF FEES AND OF BORROWER ORGANIZATION ORGANIZATION EXPENSES BORROWING BASE Warburg, Corporation Maryland 0.81% 30% Pincus Value Fund, Inc.* 466 Lexington Avenue New York, New York 10017 * Denotes Domestic Fund ** Denotes International Fund *** Denotes Restricted Fund To be executed on behalf of each Borrower by one or more Borrower Agents for such Borrower as follows: Warburg, Pincus Value Fund, Inc. By: -------------------------------------------------- Name: ------------------------------------------------ Title: ----------------------------------------------- STANDING INSTRUCTIONS: Account Name: Warburg, Pincus Value Fund Account Number: 0181175 Bank: PNC Bank ABA No.: 031 000 053 Attn: Charles Geiser
SCHEDULE 1 Dated as of June 21, 2000 To Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time to time, the "CREDIT AGREEMENT"), among each investment management company listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its respective investment portfolios identified thereon; the Banks listed on SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as administrative agent; Bank of Nova Scotia, as syndication agent; State Street Bank and Trust Company, as operations agent and BNP Paribas, as documentation agent
PERCENTAGE JURISDICTION ALLOCATION OF NAME AND ADDRESS FORM OF OF FEES AND OF BORROWER ORGANIZATION ORGANIZATION EXPENSES BORROWING BASE Warburg, Massachusetts Massachusetts 0.18% 30% Pincus New Business York Trust Intermediate Municipal Fund* 466 Lexington Avenue New York, New York 10017 * Denotes Domestic Fund ** Denotes International Fund *** Denotes Restricted Fund To be executed on behalf of each Borrower by one or more Borrower Agents for such Borrower as follows: Warburg, Pincus New York Intermediate Municipal Government Fund By: -------------------------------------------------- Name: ------------------------------------------------ Title: ----------------------------------------------- STANDING INSTRUCTIONS: Account Name: Warburg, Pincus New York Intermediate Municipal Government Fund Account Number: 018044 Bank: PNC Bank ABA No.: 031 000 053 Attn: Charles Geiser
SCHEDULE 1 Dated as of June 21, 2000 To Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time to time, the "CREDIT AGREEMENT"), among each investment management company listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its respective investment portfolios identified thereon; the Banks listed on SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as administrative agent; Bank of Nova Scotia, as syndication agent; State Street Bank and Trust Company, as operations agent and BNP Paribas, as documentation agent
PERCENTAGE JURISDICTION ALLOCATION OF NAME AND ADDRESS FORM OF OF FEES AND OF BORROWER ORGANIZATION ORGANIZATION EXPENSES BORROWING BASE Warburg, Corporation Maryland 1.33% 25% Pincus Global Telecommunications Fund, Inc.** 466 Lexington Avenue New York, New York 10017 * Denotes Domestic Fund ** Denotes International Fund *** Denotes Restricted Fund To be executed on behalf of each Borrower by one or more Borrower Agents for such Borrower as follows: Warburg, Pincus Global Telecommunications Fund, Inc. By: -------------------------------------------------- Name: ------------------------------------------------ Title: ----------------------------------------------- STANDING INSTRUCTIONS: Account Name: Warburg, Pincus Global Telecommunications Fund Account Number: 8124695 Bank: Brown Brothers ABA No.: 09250276 Attn: Charles Geiser
SCHEDULE 1 Dated as of June 21, 2000 To Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time to time, the "CREDIT AGREEMENT"), among each investment management company listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its respective investment portfolios identified thereon; the Banks listed on SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as administrative agent; Bank of Nova Scotia, as syndication agent; State Street Bank and Trust Company, as operations agent and BNP Paribas, as documentation agent
PERCENTAGE JURISDICTION ALLOCATION OF NAME AND ADDRESS FORM OF OF FEES AND OF BORROWER ORGANIZATION ORGANIZATION EXPENSES BORROWING BASE Credit Suisse Corporation Maryland 1.24% 25% Institutional International Growth Fund, Inc.* 466 Lexington Avenue New York, New York 10017 * Denotes Domestic Fund ** Denotes International Fund *** Denotes Restricted Fund To be executed on behalf of each Borrower by one or more Borrower Agents for such Borrower as follows: Credit Suisse Institutional International Growth Fund, Inc. By: -------------------------------------------------- Name: ------------------------------------------------ Title: ----------------------------------------------- STANDING INSTRUCTIONS: Account Name: Credit Suisse Institutional International Growth Fund Account Number: 8122814 Bank: Brown Brothers ABA No.: 09250276 Attn: Charles Geiser
SCHEDULE 1 Dated as of June 21, 2000 To Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time to time, the "CREDIT AGREEMENT"), among each investment management company listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its respective investment portfolios identified thereon; the Banks listed on SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as administrative agent; Bank of Nova Scotia, as syndication agent; State Street Bank and Trust Company, as operations agent and BNP Paribas, as documentation agent
PERCENTAGE JURISDICTION ALLOCATION OF NAME AND ADDRESS FORM OF OF FEES AND OF BORROWER ORGANIZATION ORGANIZATION EXPENSES BORROWING BASE Warburg, Corporation Maryland 0.24% 25% Pincus High Yield Fund, Inc.* 466 Lexington Avenue New York, New York 10017 * Denotes Domestic Fund ** Denotes International Fund *** Denotes Restricted Fund To be executed on behalf of each Borrower by one or more Borrower Agents for such Borrower as follows: Warburg, Pincus High Yield Fund, Inc. By: -------------------------------------------------- Name: ------------------------------------------------ Title: ----------------------------------------------- STANDING INSTRUCTIONS: Account Name: Warburg, Pincus High Yield Fund Account Number: 8122822 Bank: Brown Brothers ABA No.: 09250276 Attn: Charles Geiser
SCHEDULE 1 Dated as of June 21, 2000 To Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time to time, the "CREDIT AGREEMENT"), among each investment management company listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its respective investment portfolios identified thereon; the Banks listed on SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as administrative agent; Bank of Nova Scotia, as syndication agent; State Street Bank and Trust Company, as operations agent and BNP Paribas, as documentation agent
PERCENTAGE JURISDICTION ALLOCATION OF NAME AND ADDRESS FORM OF OF FEES AND OF BORROWER ORGANIZATION ORGANIZATION EXPENSES BORROWING BASE Warburg, Corporation Maryland 0.04% 33% Pincus Municipal Bond Fund, Inc.* 466 Lexington Avenue New York, New York 10017 * Denotes Domestic Fund ** Denotes International Fund *** Denotes Restricted Fund To be executed on behalf of each Borrower by one or more Borrower Agents for such Borrower as follows: Warburg, Pincus Municipal Bond Fund, Inc. By: -------------------------------------------------- Name: ------------------------------------------------ Title: ----------------------------------------------- STANDING INSTRUCTIONS: Account Name: Warburg, Pincus Municipal Bond Fund Citibank, NY ABA No.: 021 000 089 BBH & Co Account Number: 09250276 Ref A/C # 8122855 Attn: Charles Geiser
SCHEDULE 1 Dated as of June 21, 2000 To Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time to time, the "CREDIT AGREEMENT"), among each investment management company listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its respective investment portfolios identified thereon; the Banks listed on SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as administrative agent; Bank of Nova Scotia, as syndication agent; State Street Bank and Trust Company, as operations agent and BNP Paribas, as documentation agent
PERCENTAGE JURISDICTION ALLOCATION OF NAME AND ADDRESS FORM OF OF FEES AND OF BORROWER ORGANIZATION ORGANIZATION EXPENSES BORROWING BASE Credit Suisse Corporation Maryland 0.03% 25% Institutional Strategic Global Fixed Income Fund, Inc.** 466 Lexington Avenue New York, New York 10017 * Denotes Domestic Fund ** Denotes International Fund *** Denotes Restricted Fund To be executed on behalf of each Borrower by one or more Borrower Agents for such Borrower as follows: Credit Suisse Institutional Strategic Global Fixed Income Fund, Inc. By: -------------------------------------------------- Name: ------------------------------------------------ Title: ----------------------------------------------- STANDING INSTRUCTIONS: Account Name: Credit Suisse Institutional Strategic Global Fixed Income Fund Account Number: 8122830 Bank: Brown Brothers ABA No.: 09250276 Attn: Charles Geiser
SCHEDULE 1 Dated as of June 21, 2000 To Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time to time, the "CREDIT AGREEMENT"), among each investment management company listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its respective investment portfolios identified thereon; the Banks listed on SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as administrative agent; Bank of Nova Scotia, as syndication agent; State Street Bank and Trust Company, as operations agent and BNP Paribas, as documentation agent
PERCENTAGE JURISDICTION ALLOCATION OF NAME AND ADDRESS FORM OF OF FEES AND OF BORROWER ORGANIZATION ORGANIZATION EXPENSES BORROWING BASE Warburg, Corporation Maryland 0.07% 25% Pincus European Equity Fund, Inc.** 466 Lexington Avenue New York, New York 10017 * Denotes Domestic Fund ** Denotes International Fund *** Denotes Restricted Fund To be executed on behalf of each Borrower by one or more Borrower Agents for such Borrower as follows: Warburg, Pincus European Equity Fund By: -------------------------------------------------- Name: ------------------------------------------------ Title: ----------------------------------------------- STANDING INSTRUCTIONS: Account Name: Warburg, Pincus European Equity Fund Account Number: 6105167 Bank: Brown Brothers ABA No.: 09250276 Attn: Charles Geiser
SCHEDULE 1 Dated as of June 21, 2000 To Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time to time, the "CREDIT AGREEMENT"), among each investment management company listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its respective investment portfolios identified thereon; the Banks listed on SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as administrative agent; Bank of Nova Scotia, as syndication agent; State Street Bank and Trust Company, as operations agent and BNP Paribas, as documentation agent
PERCENTAGE JURISDICTION ALLOCATION OF NAME AND ADDRESS FORM OF OF FEES AND OF BORROWER ORGANIZATION ORGANIZATION EXPENSES BORROWING BASE Credit Suisse Corporation Maryland 0.85% 33% Institutional U.S. Core Fixed Income Fund, Inc.* 466 Lexington Avenue New York, New York 10017 * Denotes Domestic Fund ** Denotes International Fund *** Denotes Restricted Fund To be executed on behalf of each Borrower by one or more Borrower Agents for such Borrower as follows: Credit Suisse Institutional U.S. Core Fixed Income Fund, Inc. By: -------------------------------------------------- Name: ------------------------------------------------ Title: ----------------------------------------------- STANDING INSTRUCTIONS: Account Name: Credit Suisse Institutional U.S. Core Fixed Income Fund Citibank, NY ABA No.: 09250276 BBH & Co Account Number: 021 000 089 Ref A/C #8122913 Attn: Charles Geiser
SCHEDULE 1 Dated as of June 21, 2000 To Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time to time, the "CREDIT AGREEMENT"), among each investment management company listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its respective investment portfolios identified thereon; the Banks listed on SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as administrative agent; Bank of Nova Scotia, as syndication agent; State Street Bank and Trust Company, as operations agent and BNP Paribas, as documentation agent
PERCENTAGE JURISDICTION ALLOCATION OF NAME AND ADDRESS FORM OF OF FEES AND OF BORROWER ORGANIZATION ORGANIZATION EXPENSES BORROWING BASE Warburg, Corporation Maryland 0.02% 20% Pincus Long-Short Market Neutral Fund, Inc.*** 466 Lexington Avenue New York, New York 10017 * Denotes Domestic Fund ** Denotes International Fund *** Denotes Restricted Fund To be executed on behalf of each Borrower by one or more Borrower Agents for such Borrower as follows: Warburg, Pincus Long-Short Market Neutral Fund, Inc. By: -------------------------------------------------- Name: ------------------------------------------------ Title: ----------------------------------------------- STANDING INSTRUCTIONS: Account Name: Warburg, Pincus Long-Short Market Neutral Fund Account Number: 113-80260 Bank: Custodial Trust Company ABA No.: 031207256 Attn: Charles Geiser
SCHEDULE 1 Dated as of June 21, 2000 To Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time to time, the "CREDIT AGREEMENT"), among each investment management company listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its respective investment portfolios identified thereon; the Banks listed on SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as administrative agent; Bank of Nova Scotia, as syndication agent; State Street Bank and Trust Company, as operations agent and BNP Paribas, as documentation agent
PERCENTAGE JURISDICTION ALLOCATION OF NAME AND ADDRESS FORM OF OF FEES AND OF BORROWER ORGANIZATION ORGANIZATION EXPENSES BORROWING BASE Warburg, Corporation Maryland 0.02% 33% Pincus Focus Fund, Inc.* 466 Lexington Avenue New York, New York 10017 * Denotes Domestic Fund ** Denotes International Fund *** Denotes Restricted Fund To be executed on behalf of each Borrower by one or more Borrower Agents for such Borrower as follows: Warburg, Pincus Focus Fund, Inc. By: -------------------------------------------------- Name: ------------------------------------------------ Title: ----------------------------------------------- STANDING INSTRUCTIONS: Account Name: Warburg Pincus Focus Fund Citibank, NY ABA No.: 021 000 089 BBH & Co. Account Number: 09250276 Red A/C # 6103063 Attn: Charles Geiser
SCHEDULE 1 Dated as of June 21, 2000 To Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time to time, the "CREDIT AGREEMENT"), among each investment management company listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its respective investment portfolios identified thereon; the Banks listed on SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as administrative agent; Bank of Nova Scotia, as syndication agent; State Street Bank and Trust Company, as operations agent and BNP Paribas, as documentation agent
PERCENTAGE JURISDICTION ALLOCATION OF NAME AND ADDRESS FORM OF OF FEES AND OF BORROWER ORGANIZATION ORGANIZATION EXPENSES BORROWING BASE Credit Suisse Corporation Maryland 0.16% 33% Institutional U.S. Core Equity Fund, Inc.* 466 Lexington Avenue New York, New York 10017 * Denotes Domestic Fund ** Denotes International Fund *** Denotes Restricted Fund To be executed on behalf of each Borrower by one or more Borrower Agents for such Borrower as follows: Credit Suisse Institutional U.S. Core Equity Fund, Inc. By: -------------------------------------------------- Name: ------------------------------------------------ Title: ----------------------------------------------- STANDING INSTRUCTIONS: Account Name: Credit Suisse Institutional U.S. Core Equity Fund, Inc. Citibank, NY ABA No.: 021 000 089 BBH & Co. Account Number: 09250276 Ref A/C # 8122905 Attn: Charles Geiser
SCHEDULE 1 Dated as of June 21, 2000 To Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time to time, the "CREDIT AGREEMENT"), among each investment management company listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its respective investment portfolios identified thereon; the Banks listed on SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as administrative agent; Bank of Nova Scotia, as syndication agent; State Street Bank and Trust Company, as operations agent and BNP Paribas, as documentation agent
PERCENTAGE JURISDICTION ALLOCATION OF NAME AND ADDRESS FORM OF OF FEES AND OF BORROWER ORGANIZATION ORGANIZATION EXPENSES BORROWING BASE International Corporation Maryland 11.18% 25% Equity Portfolio- Credit Suisse Institutional Fund Inc. 466 Lexington Avenue New York, New York 10017 * Denotes Domestic Fund ** Denotes International Fund *** Denotes Restricted Fund To be executed on behalf of each Borrower by one or more Borrower Agents for such Borrower as follows: Credit Suisse Institutional Inc. By: -------------------------------------------------- Name: ------------------------------------------------ Title: ----------------------------------------------- STANDING INSTRUCTIONS: Account Name: Institutional - International Equity Portfolio Account Number: 70887666 Bank: State Street, Boston ABA No.: 011 000 028 Attn: Charles Geiser
SCHEDULE 1 Dated as of June 21, 2000 To Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time to time, the "CREDIT AGREEMENT"), among each investment management company listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its respective investment portfolios identified thereon; the Banks listed on SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as administrative agent; Bank of Nova Scotia, as syndication agent; State Street Bank and Trust Company, as operations agent and BNP Paribas, as documentation agent
PERCENTAGE JURISDICTION ALLOCATION OF NAME AND ADDRESS FORM OF OF FEES AND OF BORROWER ORGANIZATION ORGANIZATION EXPENSES BORROWING BASE Emerging Corporation Maryland 0.00% 20% Markets Portfolio- Credit Suisse International Fund, Inc. 466 Lexington Avenue New York, New York 10017 * Denotes Domestic Fund ** Denotes International Fund *** Denotes Restricted Fund To be executed on behalf of each Borrower by one or more Borrower Agents for such Borrower as follows: Credit Suisse International Fund, Inc. By: -------------------------------------------------- Name: ------------------------------------------------ Title: ----------------------------------------------- STANDING INSTRUCTIONS: Account Name: Institutional-Emerging Markets Portfolio/THO Account Number: 34940072 Bank: State Street Boston ABA No.: 011 000 028 Attn: Charles Geiser
SCHEDULE 1 Dated as of June 21, 2000 To Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time to time, the "CREDIT AGREEMENT"), among each investment management company listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its respective investment portfolios identified thereon; the Banks listed on SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as administrative agent; Bank of Nova Scotia, as syndication agent; State Street Bank and Trust Company, as operations agent and BNP Paribas, as documentation agent
PERCENTAGE JURISDICTION ALLOCATION OF NAME AND ADDRESS FORM OF OF FEES AND OF BORROWER ORGANIZATION ORGANIZATION EXPENSES BORROWING BASE Value Corporation Maryland 0.00% 30% Portfolio- Credit Suisse International Fund, Inc.* 466 Lexington Avenue New York, New York 10017 * Denotes Domestic Fund ** Denotes International Fund *** Denotes Restricted Fund To be executed on behalf of each Borrower by one or more Borrower Agents for such Borrower as follows: Credit Suisse International Fund, Inc. By: -------------------------------------------------- Name: ------------------------------------------------ Title: ----------------------------------------------- STANDING INSTRUCTIONS: Account Name: Institutional - Value Portfolio Account Number: 0367218 Bank: PNC Bank ABA No.: 031 000 053 Attn: Charles Geiser
SCHEDULE 1 Dated as of June 21, 2000 To Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time to time, the "CREDIT AGREEMENT"), among each investment management company listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its respective investment portfolios identified thereon; the Banks listed on SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as administrative agent; Bank of Nova Scotia, as syndication agent; State Street Bank and Trust Company, as operations agent and BNP Paribas, as documentation agent
PERCENTAGE JURISDICTION ALLOCATION OF NAME AND ADDRESS FORM OF OF FEES AND OF BORROWER ORGANIZATION ORGANIZATION EXPENSES BORROWING BASE Japan Growth Corporation Maryland 0.04% 25% Portfolio-Credit Suisse Institutional Fund. Inc.** 466 Lexington Avenue New York, New York 10017 * Denotes Domestic Fund ** Denotes International Fund *** Denotes Restricted Fund To be executed on behalf of each Borrower by one or more Borrower Agents for such Borrower as follows: Credit Suisse Institutional Fund. Inc. By: -------------------------------------------------- Name: ------------------------------------------------ Title: ----------------------------------------------- STANDING INSTRUCTIONS: Account Name: Institutional - Japan Growth Portfolio /TH13 Account Number: 70887682 Bank: Bank Street, Boston ABA No.: 011 000 028 Attn: Charles Geiser
SCHEDULE 1 Dated as of June 21, 2000 To Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time to time, the "CREDIT AGREEMENT"), among each investment management company listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its respective investment portfolios identified thereon; the Banks listed on SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as administrative agent; Bank of Nova Scotia, as syndication agent; State Street Bank and Trust Company, as operations agent and BNP Paribas, as documentation agent
PERCENTAGE JURISDICTION ALLOCATION OF NAME AND ADDRESS FORM OF OF FEES AND OF BORROWER ORGANIZATION ORGANIZATION EXPENSES BORROWING BASE Small Company Corporation Maryland 0.00% 30% Value Portfolio-Credit Suisse Institutional Fund. Inc. 466 Lexington Avenue New York, New York 10017 * Denotes Domestic Fund ** Denotes International Fund *** Denotes Restricted Fund To be executed on behalf of each Borrower by one or more Borrower Agents for such Borrower as follows: Credit Suisse Institutional Fund. Inc. By: -------------------------------------------------- Name: ------------------------------------------------ Title: ----------------------------------------------- STANDING INSTRUCTIONS: Account Name: Institutional - Small Company Value Portfolio Account Number: 0367226 Bank: PNC Bank ABA No.: 031 000 053 Attn: Charles Geiser
SCHEDULE 1 Dated as of June 21, 2000 To Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time to time, the "CREDIT AGREEMENT"), among each investment management company listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its respective investment portfolios identified thereon; the Banks listed on SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as administrative agent; Bank of Nova Scotia, as syndication agent; State Street Bank and Trust Company, as operations agent and BNP Paribas, as documentation agent
PERCENTAGE JURISDICTION ALLOCATION OF NAME AND ADDRESS FORM OF OF FEES AND OF BORROWER ORGANIZATION ORGANIZATION EXPENSES BORROWING BASE International Massachusetts Massachusetts 1.42% 25% Equity Business Portfolio-Warburg, Trust Pincus Trust** 466 Lexington Avenue New York, New York 10017 * Denotes Domestic Fund ** Denotes International Fund *** Denotes Restricted Fund To be executed on behalf of each Borrower by one or more Borrower Agents for such Borrower as follows: Warburg, Pincus Trust By: -------------------------------------------------- Name: ------------------------------------------------ Title: ----------------------------------------------- STANDING INSTRUCTIONS: Account Name: Trust - International Equity Portfolio/Th Account Number: 7088754 Bank: State Street, Boston ABA No.: 011 000 028 Attn: Charles Geiser
SCHEDULE 1 Dated as of June 21, 2000 To Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time to time, the "CREDIT AGREEMENT"), among each investment management company listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its respective investment portfolios identified thereon; the Banks listed on SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as administrative agent; Bank of Nova Scotia, as syndication agent; State Street Bank and Trust Company, as operations agent and BNP Paribas, as documentation agent
PERCENTAGE JURISDICTION ALLOCATION OF NAME AND ADDRESS FORM OF OF FEES AND OF BORROWER ORGANIZATION ORGANIZATION EXPENSES BORROWING BASE Small Company Massachusetts Massachusetts 3.62% 30% Growth Business Portfolio-Warburg, Trust Pincus Trust* 466 Lexington Avenue New York, New York 10017 * Denotes Domestic Fund ** Denotes International Fund *** Denotes Restricted Fund To be executed on behalf of each Borrower by one or more Borrower Agents for such Borrower as follows: Warburg, Pincus Trust By: -------------------------------------------------- Name: ------------------------------------------------ Title: ----------------------------------------------- STANDING INSTRUCTIONS: Account Name: Trust - Small Company Growth Portfolio Account Number: 0186117 Bank: PNC Bank ABA No.: 031 000 053 Attn: Charles Geiser
SCHEDULE 1 Dated as of June 21, 2000 To Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time to time, the "CREDIT AGREEMENT"), among each investment management company listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its respective investment portfolios identified thereon; the Banks listed on SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as administrative agent; Bank of Nova Scotia, as syndication agent; State Street Bank and Trust Company, as operations agent and BNP Paribas, as documentation agent
PERCENTAGE JURISDICTION ALLOCATION OF NAME AND ADDRESS FORM OF OF FEES AND OF BORROWER ORGANIZATION ORGANIZATION EXPENSES BORROWING BASE Emerging Massachusetts Massachusetts 0.07% 20% Markets Business Portfolio - Trust Warburg, Pincus Trust*** 466 Lexington Avenue New York, New York 10017 * Denotes Domestic Fund ** Denotes International Fund *** Denotes Restricted Fund To be executed on behalf of each Borrower by one or more Borrower Agents for such Borrower as follows: Warburg, Pincus Trust By: -------------------------------------------------- Name: ------------------------------------------------ Title: ----------------------------------------------- STANDING INSTRUCTIONS: Account Name: Trust-Emerging Markets Portfolio/THO Account Number: 70887591 Bank: State Street Boston ABA No.: 011 000 028 Attn: Charles Geiser
SCHEDULE 1 Dated as of June 21, 2000 To Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time to time, the "CREDIT AGREEMENT"), among each investment management company listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its respective investment portfolios identified thereon; the Banks listed on SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as administrative agent; Bank of Nova Scotia, as syndication agent; State Street Bank and Trust Company, as operations agent and BNP Paribas, as documentation agent
PERCENTAGE JURISDICTION ALLOCATION OF NAME AND ADDRESS FORM OF OF FEES AND OF BORROWER ORGANIZATION ORGANIZATION EXPENSES BORROWING BASE Global Massachusetts Massachusetts 0.47% 25% Post-Venture Business Capital Trust Portfolio-Warburg, Pincus Trust*** 466 Lexington Avenue New York, New York 10017 * Denotes Domestic Fund ** Denotes International Fund *** Denotes Restricted Fund To be executed on behalf of each Borrower by one or more Borrower Agents for such Borrower as follows: Warburg, Pincus Trust By: -------------------------------------------------- Name: ------------------------------------------------ Title: ----------------------------------------------- STANDING INSTRUCTIONS: Account Name: Global Post-Venture Capital Portfolio Account Number: 0367501 Bank: PNC Bank ABA No.: 031 000 053 Attn: Charles Geiser
SCHEDULE 1 Dated as of June 21, 2000 To Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time to time, the "CREDIT AGREEMENT"), among each investment management company listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its respective investment portfolios identified thereon; the Banks listed on SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as administrative agent; Bank of Nova Scotia, as syndication agent; State Street Bank and Trust Company, as operations agent and BNP Paribas, as documentation agent
PERCENTAGE JURISDICTION ALLOCATION OF NAME AND ADDRESS FORM OF OF FEES AND OF BORROWER ORGANIZATION ORGANIZATION EXPENSES BORROWING BASE Value Massachusetts Massachusetts 0.04% 30% Portfolio - Business Warburg, Trust Pincus Trust* 466 Lexington Avenue New York, New York 10017 * Denotes Domestic Fund ** Denotes International Fund *** Denotes Restricted Fund To be executed on behalf of each Borrower by one or more Borrower Agents for such Borrower as follows: Warburg, Pincus Trust By: -------------------------------------------------- Name: ------------------------------------------------ Title: ----------------------------------------------- STANDING INSTRUCTIONS: Account Name: Trust - Value Portfolio Account Number: 0367250 Bank: PNC Bank ABA No.: 031 000 053 Attn: Charles Geiser
SCHEDULE 1 Dated as of June 21, 2000 To Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time to time, the "CREDIT AGREEMENT"), among each investment management company listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its respective investment portfolios identified thereon; the Banks listed on SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as administrative agent; Bank of Nova Scotia, as syndication agent; State Street Bank and Trust Company, as operations agent and BNP Paribas, as documentation agent
PERCENTAGE JURISDICTION ALLOCATION OF NAME AND ADDRESS FORM OF OF FEES AND OF BORROWER ORGANIZATION ORGANIZATION EXPENSES BORROWING BASE Emerging Massachusetts Massachusetts 0.05% 10% Growth Business Portfolio - Trust Warburg, Pincus Trust* 466 Lexington Avenue New York, New York 10017 * Denotes Domestic Fund ** Denotes International Fund *** Denotes Restricted Fund To be executed on behalf of each Borrower by one or more Borrower Agents for such Borrower as follows: Warburg, Pincus Trust By: -------------------------------------------------- Name: ------------------------------------------------ Title: ----------------------------------------------- STANDING INSTRUCTIONS: Account Name: Warburg, Pincus Trust on behalf of the Emerging Growth Portfolio Account Number: 367616 Bank: PNC Bank ABA No.: 031 000 053 Attn: Charles Geiser
SCHEDULE 1 Dated as of June 21, 2000 To Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time to time, the "CREDIT AGREEMENT"), among each investment management company listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its respective investment portfolios identified thereon; the Banks listed on SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as administrative agent; Bank of Nova Scotia, as syndication agent; State Street Bank and Trust Company, as operations agent and BNP Paribas, as documentation agent
PERCENTAGE JURISDICTION ALLOCATION OF NAME AND ADDRESS FORM OF OF FEES AND OF BORROWER ORGANIZATION ORGANIZATION EXPENSES BORROWING BASE The Brazilian Corporation Maryland 0.10% 10% Equity Fund, Inc. 466 Lexington Avenue New York, New York 10017 * Denotes Domestic Fund ** Denotes International Fund *** Denotes Restricted Fund To be executed on behalf of each Borrower by one or more Borrower Agents for such Borrower as follows: The Brazilian Equity Fund, Inc. By: -------------------------------------------------- Name: ------------------------------------------------ Title: ----------------------------------------------- STANDING INSTRUCTIONS: Account Name: The Brazilian Equity Fund ABA No.: 021 000 089 BBH & Co Account Number: 09250276 Ref A/C # 8106155 Attn: Bob Stewart
SCHEDULE 1 Dated as of June 21, 2000 To Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time to time, the "CREDIT AGREEMENT"), among each investment management company listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its respective investment portfolios identified thereon; the Banks listed on SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as administrative agent; Bank of Nova Scotia, as syndication agent; State Street Bank and Trust Company, as operations agent and BNP Paribas, as documentation agent
PERCENTAGE JURISDICTION ALLOCATION OF NAME AND ADDRESS FORM OF OF FEES AND OF BORROWER ORGANIZATION ORGANIZATION EXPENSES BORROWING BASE The Chile Corporation Maryland 0.49% 15% Fund, Inc. 466 Lexington Avenue New York, New York 10017 * Denotes Domestic Fund ** Denotes International Fund *** Denotes Restricted Fund To be executed on behalf of each Borrower by one or more Borrower Agents for such Borrower as follows: The Chile Fund, Inc. By: -------------------------------------------------- Name: ------------------------------------------------ Title: ----------------------------------------------- STANDING INSTRUCTIONS: Account Name: Chile Fund Citibank, NY ABA No.: 021 000 089 BBH & Co. Account Number: 09250276 Ref A/C # 8106049 Attn: Bob Stewart
SCHEDULE 1 Dated as of June 21, 2000 To Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time to time, the "CREDIT AGREEMENT"), among each investment management company listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its respective investment portfolios identified thereon; the Banks listed on SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as administrative agent; Bank of Nova Scotia, as syndication agent; State Street Bank and Trust Company, as operations agent and BNP Paribas, as documentation agent
PERCENTAGE JURISDICTION ALLOCATION OF NAME AND ADDRESS FORM OF OF FEES AND OF BORROWER ORGANIZATION ORGANIZATION EXPENSES BORROWING BASE The Emerging Corporation Maryland 0.36% 10% Markets Telecommunications Fund, Inc. 466 Lexington Avenue New York, New York 10017 * Denotes Domestic Fund ** Denotes International Fund *** Denotes Restricted Fund To be executed on behalf of each Borrower by one or more Borrower Agents for such Borrower as follows: The Emerging Markets Telecommunications Fund, Inc. By: -------------------------------------------------- Name: ------------------------------------------------ Title: ----------------------------------------------- STANDING INSTRUCTIONS: Account Name: The Emerging Markets Telecommunications Fund, Inc. Citibank, NY ABA No.: 021 000 089 BBH & Co. Account Number: 09250276 Ref A/C #8135204 Attn: Bob Stewart
SCHEDULE 1 Dated as of June 21, 2000 To Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time to time, the "CREDIT AGREEMENT"), among each investment management company listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its respective investment portfolios identified thereon; the Banks listed on SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as administrative agent; Bank of Nova Scotia, as syndication agent; State Street Bank and Trust Company, as operations agent and BNP Paribas, as documentation agent
PERCENTAGE JURISDICTION ALLOCATION OF NAME AND ADDRESS FORM OF OF FEES AND OF BORROWER ORGANIZATION ORGANIZATION EXPENSES BORROWING BASE The Emerging Corporation Maryland 0.41% 15% Markets Infrastructure Fund, Inc. 466 Lexington Avenue New York, New York 10017 * Denotes Domestic Fund ** Denotes International Fund *** Denotes Restricted Fund To be executed on behalf of each Borrower by one or more Borrower Agents for such Borrower as follows: The Emerging Markets Infrastructure Fund, Inc. By: -------------------------------------------------- Name: ------------------------------------------------ Title: ----------------------------------------------- STANDING INSTRUCTIONS: Account Name: Emerging Markets Infrastructure Fund Citibank, NY ABA No.: 021 000 089 BBH & Co. Account Number: 09250276 Ref A/C #8122780 Attn: Bob Stewart
SCHEDULE 1 Dated as of June 21, 2000 To Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time to time, the "CREDIT AGREEMENT"), among each investment management company listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its respective investment portfolios identified thereon; the Banks listed on SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as administrative agent; Bank of Nova Scotia, as syndication agent; State Street Bank and Trust Company, as operations agent and BNP Paribas, as documentation agent
PERCENTAGE JURISDICTION ALLOCATION OF NAME AND ADDRESS FORM OF OF FEES AND OF BORROWER ORGANIZATION ORGANIZATION EXPENSES BORROWING BASE The First Corporation Maryland 0.20% 15% Israel Fund, Inc. 466 Lexington Avenue New York, New York 10017 * Denotes Domestic Fund ** Denotes International Fund *** Denotes Restricted Fund To be executed on behalf of each Borrower by one or more Borrower Agents for such Borrower as follows: The First Israel Fund, Inc. By: -------------------------------------------------- Name: ------------------------------------------------ Title: ----------------------------------------------- STANDING INSTRUCTIONS: Account Name: First Israel Fund Citibank, NY ABA No.: 021 000 089 BBH & Co. Account Number: 09250276 Ref A/C #8136038 Attn: Bob Stewart
SCHEDULE 1 Dated as of June 21, 2000 To Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time to time, the "CREDIT AGREEMENT"), among each investment management company listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its respective investment portfolios identified thereon; the Banks listed on SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as administrative agent; Bank of Nova Scotia, as syndication agent; State Street Bank and Trust Company, as operations agent and BNP Paribas, as documentation agent
PERCENTAGE JURISDICTION ALLOCATION OF NAME AND ADDRESS FORM OF OF FEES AND OF BORROWER ORGANIZATION ORGANIZATION EXPENSES BORROWING BASE The Indonesia Corporation Maryland 0.03% 10% Fund, Inc. 466 Lexington Avenue New York, New York 10017 * Denotes Domestic Fund ** Denotes International Fund *** Denotes Restricted Fund To be executed on behalf of each Borrower by one or more Borrower Agents for such Borrower as follows: The Indonesia Fund, Inc. By: -------------------------------------------------- Name: ------------------------------------------------ Title: ----------------------------------------------- STANDING INSTRUCTIONS: Account Name: Indonesia Fund Citibank, NY ABA No.: 021 000 089 BBH & Co. Account Number: 09250276 Ref A/C #8145906 Attn: Bob Stewart
SCHEDULE 1 Dated as of June 21, 2000 To Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time to time, the "CREDIT AGREEMENT"), among each investment management company listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its respective investment portfolios identified thereon; the Banks listed on SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as administrative agent; Bank of Nova Scotia, as syndication agent; State Street Bank and Trust Company, as operations agent and BNP Paribas, as documentation agent
PERCENTAGE JURISDICTION ALLOCATION OF NAME AND ADDRESS FORM OF OF FEES AND OF BORROWER ORGANIZATION ORGANIZATION EXPENSES BORROWING BASE The Latin Corporation Maryland 0.28% 15% America Equity Fund, Inc. 466 Lexington Avenue New York, New York 10017 * Denotes Domestic Fund ** Denotes International Fund *** Denotes Restricted Fund To be executed on behalf of each Borrower by one or more Borrower Agents for such Borrower as follows: The Latin America Equity Fund, Inc. By: -------------------------------------------------- Name: ------------------------------------------------ Title: ----------------------------------------------- STANDING INSTRUCTIONS: Account Name: Latin America Equity Fund, Inc. Citibank, NY ABA No.: 021 000 089 BBH & Co. Account Number: 09250276 Ref A/C #8149320 Attn: Bob Stewart
SCHEDULE 1 Dated as of June 21, 2000 To Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time to time, the "CREDIT AGREEMENT"), among each investment management company listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its respective investment portfolios identified thereon; the Banks listed on SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as administrative agent; Bank of Nova Scotia, as syndication agent; State Street Bank and Trust Company, as operations agent and BNP Paribas, as documentation agent
PERCENTAGE JURISDICTION ALLOCATION OF NAME AND ADDRESS FORM OF OF FEES AND OF BORROWER ORGANIZATION ORGANIZATION EXPENSES BORROWING BASE The Latin Corporation Maryland 0.26% 15% America Investment Fund, Inc. 466 Lexington Avenue New York, New York 10017 * Denotes Domestic Fund ** Denotes International Fund *** Denotes Restricted Fund To be executed on behalf of each Borrower by one or more Borrower Agents for such Borrower as follows: The Latin America Investment Fund, Inc. By: -------------------------------------------------- Name: ------------------------------------------------ Title: ----------------------------------------------- STANDING INSTRUCTIONS: Account Name: Latin America Investment Fund, Inc. Citibank, NY ABA No.: 021 000 089 BBH & Co. Account Number: 09250276 Ref A/C #8149346 Attn: Bob Stewart
SCHEDULE 1 Dated as of June 21, 2000 To Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time to time, the "CREDIT AGREEMENT"), among each investment management company listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its respective investment portfolios identified thereon; the Banks listed on SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as administrative agent; Bank of Nova Scotia, as syndication agent; State Street Bank and Trust Company, as operations agent and BNP Paribas, as documentation agent
PERCENTAGE JURISDICTION ALLOCATION OF NAME AND ADDRESS FORM OF OF FEES AND OF BORROWER ORGANIZATION ORGANIZATION EXPENSES BORROWING BASE Credit Suisse Corporation Maryland 0.54% 10% Asset Management Income Fund, Inc. 466 Lexington Avenue New York, New York 10017 * Denotes Domestic Fund ** Denotes International Fund *** Denotes Restricted Fund To be executed on behalf of each Borrower by one or more Borrower Agents for such Borrower as follows: Credit Suisse Asset Management Income Fund, Inc. By: -------------------------------------------------- Name: ------------------------------------------------ Title: ----------------------------------------------- STANDING INSTRUCTIONS: Account Name: CSAM Income Fund, Inc. Citibank, NY ABA No.: 021 000 089 BBH & Co. Account Number: 09250276 Ref A/C #6107494 Attn: Bob Stewart
SCHEDULE 1 Dated as of June 21, 2000 To Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time to time, the "CREDIT AGREEMENT"), among each investment management company listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its respective investment portfolios identified thereon; the Banks listed on SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as administrative agent; Bank of Nova Scotia, as syndication agent; State Street Bank and Trust Company, as operations agent and BNP Paribas, as documentation agent
PERCENTAGE JURISDICTION ALLOCATION OF NAME AND ADDRESS FORM OF OF FEES AND OF BORROWER ORGANIZATION ORGANIZATION EXPENSES BORROWING BASE Credit Suisse Asset Corporation Maryland 0.22% 15% Management Strategic Global Income Fund, Inc. 466 Lexington Avenue New York, New York 10017 * Denotes Domestic Fund ** Denotes International Fund *** Denotes Restricted Fund To be executed on behalf of each Borrower by one or more Borrower Agents for such Borrower as follows: Credit Suisse Asset Management Strategic Global Income Fund, Inc. By: -------------------------------------------------- Name: ------------------------------------------------ Title: ----------------------------------------------- STANDING INSTRUCTIONS: Account Name: CSAM Strategic Global Income Fund Citibank, NY ABA No.: 021 000 089 BBH & Co. Account Number: 09250276 Ref A/C #6107486 Attn: Bob Stewart
SCHEDULE 1 Dated as of June 21, 2000 To Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time to time, the "CREDIT AGREEMENT"), among each investment management company listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its respective investment portfolios identified thereon; the Banks listed on SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as administrative agent; Bank of Nova Scotia, as syndication agent; State Street Bank and Trust Company, as operations agent and BNP Paribas, as documentation agent
PERCENTAGE JURISDICTION ALLOCATION OF NAME AND ADDRESS FORM OF OF FEES AND OF BORROWER ORGANIZATION ORGANIZATION EXPENSES BORROWING BASE The Portugal Fund, Inc. Corporation Maryland 0.16% 10% 466 Lexington Avenue New York, New York 10017 * Denotes Domestic Fund ** Denotes International Fund *** Denotes Restricted Fund To be executed on behalf of each Borrower by one or more Borrower Agents for such Borrower as follows: The Portugal Fund, Inc. By: -------------------------------------------------- Name William Clark Title: Secretary STANDING INSTRUCTIONS: Account Name: Portugal Fund Citibank, NY ABA No.: 021 000 089 BBH & Co. Account Number: 09250276 Ref A/C #8159436 Attn: Bob Stewart
SCHEDULE 2 BANKS; ADDRESSES; FACILITY PERCENTAGES (1) State Street Bank and Trust Company Global Investor Credit Services Division Mutual Fund Lending Lafayette Corporate Center 2 Avenue de Lafayette, 2nd Floor Boston, MA 02111 Fax: (617) 662-2325 Attention: Steven G. Caron, Vice President Commitment Amount: $75,000,000 Facility Percentage: 21.42858% (2) Deutsche Bank AG, New York Branch 31 West 52nd Street New York, NY 10019 Fax: (212) 469-8346 Attention: Alan Krouk, Assistant Vice President Commitment Amount: $75,000,000 Facility Percentage: 21.42858% (3) The Bank of Nova Scotia One Liberty Plaza New York, NY 10006 Fax: (212) 225-5090 Attention: John Morale, Director Commitment Amount: $50,000,000 Facility Percentage: 14.28571% (4) BNP Paribas 499 Park Avenue, 2rd Floor New York, NY 10022 Fax: (212) 415-9707 Attention: Ms. Marguerite L. Lebon, Assistant Vice President Commitment Amount: $50,000,000 Facility Percentage: 14.28571% (5) Den Danske Bank 280 Park Avenue 4th Floor - East Building New York, NY 10017 Fax: (212) 370-1682 Attention: Mr. George Neofitidis Commitment Amount: $50,000,000 Commitment Percentage: 14.28571% (6) Credit Lyonnais New York Branch 1301 Avenue of the Americas New York, NY 10019 Fax: (212) 261-3438 Attention: Ms. Rosemarie Dicanto Commitment Amount: $50,000,000 Commitment Percentage: 14.28571% -2- EXHIBIT A EXHIBIT A BORROWING REQUEST (Committed Credit Loans) TO: State Street Bank and Trust Company, as Operations Agent Lafayette Corporate Center 2 Avenue de Lafayette, 2nd Floor Boston, MA 02111 Attention: Stacey Gillet Fax: (617) 662-2324 This Borrowing Request (Committed Credit Loans) is being delivered pursuant to Section 2.04(a) of the Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time to time, the "Credit Agreement") among each investment management company listed on SCHEDULE 1 to the Credit Agreement [as heretofore revised], on behalf of itself and its respective investment portfolios identified thereon, including the undersigned (collectively, the "BORROWERS"); the Banks listed on SCHEDULE 2 to the Credit Agreement [as heretofore revised] (collectively, and together with State Street Bank and Trust Company, in its capacity as Swing Line Lender, the "BANKS"); Deutsche Bank AG, New York Branch, as administrative agent (the "ADMINISTRATIVE AGENT"); The Bank of Nova Scotia, as syndication agent (the "SYNDICATION AGENT"); BNP Paribas, as documentation agent (the "DOCUMENTATION AGENT"); and State Street Bank and Trust Company, as operations agent (the "OPERATIONS AGENT"). Capitalized terms used herein shall have the meanings described to them in the Credit Agreement. The undersigned Borrower requests that a Committed Credit Loan be made by the Banks to such Borrower on this date in the aggregate amount set forth below: Name of Borrower: ------------------------------- Date of Proposed Borrowing [must be a Banking Day]: ------------------------------- Amount of Loan Requested [$1,000,000 or an integral multiple thereof]: $ ------------------------------- In connection with the foregoing Borrowing Request, the undersigned hereby certifies to the Operations Agent and the Banks as follows: (a) The value of the Borrower's portfolio securities is $_______________, the value of the Borrower's Total Assets is $_______________, and the value of the Borrower's Net Assets is $_____________ (in each case computed as of the close of business on the previous business day of the Borrower in accordance with the terms of the Credit Agreement). [NOTE: The aggregate Indebtedness of the Borrower in respect of Loans shall at no time exceed (i) 33-1/3% of the Borrower's Net Assets, in the case of any Borrower that is a Domestic Fund, (ii) 25% of the Borrower's Net Assets, in the case of Warburg Pincus Global Post Venture Capital Fund, Inc., Warburg Pincus Global Health Sciences Fund, Inc., Warburg Pincus High Yield Fund, Inc., and Global Post Venture Capital Portfolio of Warburg Pincus Trust, and any Borrower that is an International Fund, (iii) 20% of the Borrower's Net Assets, in the case of any Borrower that is a Restricted Fund, and (iv) 15% of the Borrower's Net Assets, in the case of any Borrower that is a Closed-End Fund.] (b) The Borrower's aggregate Indebtedness, including the proposed borrowing, is $____________________. (c) After giving effect to the transactions contemplated by this Borrowing Request on the date hereof, each of the conditions specified in Section 6.02 of the Credit Agreement has been fulfilled. (d) The Borrower will use the proceeds of the Committed Credit Loans requested hereby solely for the purposes permitted under Section 4.08 of the Credit Agreement. (e) The requested borrowing is permitted under the Borrower's most recent Prospectus. (f) The proceeds of this borrowing, when added to the aggregate principal amount of all Loans outstanding to the Borrower under the Credit Agreement, do not exceed the Borrower's Borrowing Base. (g) The proceeds of this borrowing, when added to the aggregate principal amount of Loans outstanding to the Borrowers under the Credit Agreement, do not exceed the Maximum Credit Amount. (h) The proceeds of this borrowing, when added to the aggregate principal amount of Committed Credit Loans outstanding to the Borrowers under the Credit Agreement, do not exceed the Maximum Committed Credit Amount. (i) The portion of the proceeds of this borrowing to be advanced by State Street Bank, when added to the aggregate outstanding principal amount of all Committed Credit Loans and Swing Line Loans made by State Street Bank to the Borrowers under the Credit Agreement, does not exceed State Street Bank's Commitment. -2- The undersigned Borrower Agent is an Authorized Officer of the Borrower. DATE: ------------------------------- ------------------------------ (Name of Borrower) By: -------------------------------- Name: ------------------------------ Title: ----------------------------- -3- EXHIBIT B EXHIBIT B BORROWING REQUEST (Swing Line Loans) TO: State Street Bank and Trust Company, as Swing Line Lender Lafayette Corporate Center 2 Avenue de Lafayette, 2nd Floor Boston, MA 02111 Attention: Stacey Gillet Fax: (617) 662-2324 This Borrowing Request (Swing Line Loans ) is being delivered pursuant to Section 3.03(a) of the Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time to time, the "Credit Agreement") among each investment management company listed on SCHEDULE 1 to the Credit Agreement [as heretofore revised], on behalf of itself and its respective investment portfolios identified thereon, including the undersigned (collectively, the "BORROWERS"); the Banks listed on SCHEDULE 2 to the Credit Agreement [as heretofore revised] (collectively, and together with State Street Bank and Trust Company, in its capacity as Swing Line Lender, the "BANKS"); Deutsche Bank AG, New York Branch, as administrative agent (the "ADMINISTRATIVE AGENT"); The Bank of Nova Scotia, as syndication agent (the "SYNDICATION AGENT"); BNP Paribas, as documentation agent (the "DOCUMENTATION AGENT"); and State Street Bank and Trust Company, as operations agent (the "OPERATIONS AGENT"). Capitalized terms used herein shall have the meanings described to them in the Credit Agreement. The undersigned Borrower requests that a Swing Line Loan be made by the Swing Line Lender to such Borrower on this date in the aggregate amount set forth below: Name of Borrower: ------------------------------- Date of Proposed Borrowing [must be a Banking Day]: ------------------------------- Amount of Loan Requested: $ ------------------------------- In connection with the foregoing Borrowing Request, the undersigned hereby certifies to the Swing Line Lender as follows: (a) The value of the Borrower's portfolio securities is $_______________, the value of the Borrower's Total Assets is $_______________, and the value of the Borrower's Net Assets is $_____________ (in each case computed as of the close of business on the previous business day of the Borrower in accordance with the terms of the Credit Agreement). [NOTE: The aggregate Indebtedness of the Borrower in respect of Loans shall at no time exceed (i) 33-1/3% of the Borrower's Net Assets, in the case of any Borrower that is a Domestic Fund, (ii) 25% of the Borrower's Net Assets, in the case of Warburg Pincus Global Post Venture Capital Fund, Inc., Warburg Pincus Global Health Sciences Fund, Inc., Warburg Pincus High Yield Fund, Inc., and Global Post Venture Capital Portfolio of Warburg Pincus Trust, and any Borrower that is an International Fund, (iii) 20% of the Borrower's Net Assets, in the case of any Borrower that is a Restricted Fund, and (iv) 15% of the Borrower's Net Assets, in the case of any Borrower that is a Closed-End Fund.] (b) The Borrower's aggregate Indebtedness, including the proposed borrowing, is $____________________. (c) After giving effect to the transactions contemplated by this Borrowing Request on the date hereof, each of the conditions specified in Section 6.02 of the Credit Agreement has been fulfilled. (d) The Borrower will use the proceeds of the Swing Line Loan requested hereby solely for the purposes permitted under Section 4.08 of the Credit Agreement. (e) The requested borrowing is permitted under the Borrower's most recent Prospectus. (f) The proceeds of this borrowing, when added to the aggregate principal amount of all Loans outstanding to the Borrower under the Credit Agreement, do not exceed the Borrower's Borrowing Base. (g) The proceeds of this borrowing, when added to the aggregate principal amount of Swing Line Loans outstanding to the Borrowers under the Credit Agreement, do not exceed the Swing Line Amount. (h) The proceeds of this borrowing, when added to the aggregate principal amount of Loans outstanding to the Borrowers under the Credit Agreement, do not exceed the Maximum Credit Amount. (i) The proceeds of this borrowing, when added to the aggregate outstanding principal amount of all Committed Credit Loans and Swing Line Loans made by State Street Bank to the Borrowers under the Credit Agreement, does not exceed State Street Bank's Commitment. -2- The undersigned Borrower Agent is an Authorized Officer of the Borrower. DATE: ------------------------------- ------------------------------ (Name of Borrower) By: -------------------------------- Name: ------------------------------ Title: ----------------------------- -3- EXHIBIT C EXHIBIT F FORM FOR ADDITIONAL BORROWER ________________, 20__ To: State Street Bank and Trust Company, as Operations Agent, and the Banks party to that certain Credit Agreement, dated as of June 23, 1999, among the Borrowers, the Banks, the Operations Agent, and certain other parties Ladies and Gentlemen: The undersigned [ Name of Borrower ] (the "COMPANY") hereby requests pursuant to Article XIII of the Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time to time, the "CREDIT AGREEMENT"), among each investment management company listed on SCHEDULE 1 to the Credit Agreement [as heretofore revised], on behalf of itself and its respective investment portfolios identified thereon (collectively, the "BORROWERS"); the Banks listed on SCHEDULE 2 to the Credit Agreement [as heretofore revised] (collectively, and together with State Street Bank and Trust Company, in its capacity as Swing Line Lender, the "BANKS"); Deutsche Bank AG, New York Branch, as administrative agent (the "ADMINISTRATIVE AGENT"); The Bank of Nova Scotia, as syndication agent (the "SYNDICATION AGENT"); BNP Paribas, as documentation agent (the "DOCUMENTATION AGENT"); and State Street Bank and Trust Company, as operations agent (the "OPERATIONS AGENT"), that it be admitted as an additional Borrower under the Credit Agreement and that SCHEDULE 1 to the Credit Agreement be revised in accordance with Section 4.09 of the Credit Agreement to include the Company as such in the form attached hereto which has been signed by one or more Borrower Agents on behalf of each Borrower. Capitalized terms used herein shall have the meanings ascribed to them in the Credit Agreement. The Company hereby represents and warrants to the Operations Agent and the Banks that as of the date hereof and after giving effect to the admission of the Company as an additional Borrower under the Credit Agreement: (i) the representations and warranties set forth in Article VII of the Credit Agreement with respect to the existing Borrowers are true and correct with respect to the Company after giving effect To the admission of the Company as a Borrower; (ii) the Company is in compliance in all material respects with all of the terms and provisions set forth in the Credit Agreement on its part to be observed or performed as of the date hereof and after giving effect to the admission; and (iii) no Default with respect To the Company has occurred and is continuing. The Company agrees to be bound by the terms and conditions of the Credit Agreement in all respects as a Borrower thereunder and hereby assumes all of the obligations of a Borrower thereunder. Please indicate your assent to the admission of the Company as an additional Borrower under the Credit Agreement by signing below where indicated. [NAME OF BORROWER] By: ------------------------------------- Name: ----------------------------------- Title: ---------------------------------- AGREED AND ACCEPTED: STATE STREET BANK AND TRUST COMPANY, in its individual capacity and as Operations Agent By: ------------------------------------- Name: ----------------------------------- Title: ---------------------------------- DEUTSCHE BANK AG, NEW YORK BRANCH, in its individual capacity and as Administrative Agent By: ------------------------------------- Name: ----------------------------------- Title: ---------------------------------- By: ------------------------------------- Name: ----------------------------------- Title: ---------------------------------- -2- THE BANK OF NOVA SCOTIA, in its individual capacity and as Syndication Agent By: ------------------------------------- Name: ----------------------------------- Title: ---------------------------------- BNP PARIBAS, in its individual capacity and as Documentation Agent By: ------------------------------------- Name: ----------------------------------- Title: ---------------------------------- By: ------------------------------------- Name: ----------------------------------- Title: ---------------------------------- CREDIT LYONNAIS NEW YORK BRANCH By: ------------------------------------- Name: ----------------------------------- Title: ---------------------------------- DEN DANSKE BANK By: ------------------------------------- Name: ----------------------------------- Title: ---------------------------------- -3- EX-99.14 13 a2026585zex-99_14.txt EXHIBIT 99.14 EXHIBIT 14 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statement of The Indonesia Fund, Inc. on Form N-14 of our report dated February 15, 2000 on our audit of the financial statements and financial highlights of The Indonesia Fund, Inc., which report is included in the Annual Report to Shareholders for the year ended December 31, 1999, which is incorporated by reference in the Registration Statement. We also consent to the reference to our Firm under the headings "Financial Highlights" and "Experts" in the Prospectus/Proxy Statement. /s/ PricewaterhouseCoopers LLP Two Commerce Square Philadelphia, Pennsylvania October 11, 2000 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statement of The Indonesia Fund, Inc. on Form N-14 of our report dated May 10, 2000 on our audit of the financial statements and financial highlights of Jakarta Growth Fund, Inc., which report is included in the Annual Report to Shareholders for the year ended March 31, 2000, which is incorporated by reference in the Registration Statement. We also consent to the references to our Firm under the headings "Financial Highlights" and "Experts" in such Prospectus/Proxy Statement. /s/ PricewaterhouseCoopers LLP New York, New York 10036 October 11, 2000 EX-99.17(A) 14 a2026585zex-99_17a.txt EXHIBIT 99.17(A) EXHIBIT 17(a) CREDIT SUISSE ASSET MANAGEMENT, LLC WARBURG PINCUS FUNDS/CSAM CLOSED-END FUNDS CODE OF ETHICS I. APPLICABILITY This Code of Ethics establishes rules of conduct for "Access Persons" (as defined below) of Credit Suisse Asset Management, LLC, its subsidiaries and Credit Suisse Asset Management Securities, Inc. (collectively referred to as "CSAM") and each U.S. registered investment company that adopts this Code ("Covered Fund") (CSAM and the Covered Funds are collectively referred to as the "Covered Companies"). For purposes of this Code, "Access Person" shall mean: - any "Advisory Person" -- any employee or officer of CSAM and any natural person in a control relationship to a Covered Company (except for a natural person who, but for his or her holdings in a Covered Fund, would not be considered an Advisory Person, unless he or she obtains information concerning recommendations made to the Covered Fund with regard to the purchase or sale of securities by the Covered Fund, in which case such person shall be considered an Advisory Person only with respect to the Covered Fund); or - any director, trustee or officer of a Covered Fund, whether or not such person is an Advisory Person, in which case such person shall be considered an Access Person only with respect to the Covered Fund. For purposes of this Code: - the term "security" shall include any option to purchase or sell, any security that is convertible or exchangeable for, and any other derivative interest relating to the security; - the terms "purchase" and "sale" of a security shall include, among other things, the writing of an option to purchase or sell a security; and - all other terms shall have the same meanings as under the Investment Company Act of 1940 ("1940 Act"), unless indicated otherwise. II. STATEMENT OF GENERAL PRINCIPLES In conducting personal investment activities, all Access Persons are required to act consistent with the following general fiduciary principles: - the interests of CSAM clients, including Covered Funds, must always be placed first, 1 provided, however, that persons who are Access Persons only with respect to certain Covered Funds shall place the interests of such Covered Funds first; - all personal securities transactions must be conducted in such a manner as to avoid any actual or potential conflict of interest or any abuse of an individual's position of trust and responsibility; and - Access Persons must not take inappropriate advantage of their positions. CSAM has a separate policy and procedures designed to detect and prevent insider trading, which should be read together with this Code. Nothing contained in this Code should be interpreted as relieving any Access Person from the obligation to act in accordance with any applicable law, rule or regulation or any other statement of policy or procedure adopted by any Covered Company. III. PROHIBITIONS The following prohibitions and related requirements apply to Advisory Persons and/or Access Persons (as stated) and accounts in which they have "Beneficial Ownership" (as defined in Exhibit 1). A. SHORT TERM TRADING. CSAM discourages Advisory Persons from short-term trading (i.e., purchases and sales within a 60 day period), as such activity could be viewed as being in conflict with CSAM's general fiduciary principles. In no event, however, may an Advisory Person make a purchase and sale (or sale and purchase) of a security, including shares of Covered Funds and other U.S. registered investment companies (other than money market funds), within five "Business Days" (meaning days on which the New York Stock Exchange is open for trading). CSAM reserves the right to extend this prohibition period for the short-term trading activities of any or all Advisory Persons if CSAM determines that such activities are being conducted in a manner that may be perceived to be in conflict with CSAM's general fiduciary principles. B. SIDE-BY-SIDE TRADING. No Access Person may purchase or sell (directly or indirectly) any security for which there is a "buy" or "sell" order pending for a CSAM client (except that this restriction does not apply to any Access Person who is neither an Advisory Person nor an officer of a Covered Fund, unless he or she knows, or in the ordinary course of fulfilling official duties with a Covered Fund should know, that there is a "buy" or "sell" order pending with respect to such security for a CSAM client), or that such Access Person knows (or should know) at the time of such purchase or sale: - is being considered for purchase or sale by or for any CSAM client; or - is being purchased or sold by or for any CSAM client. C. BLACKOUT PERIODS. No Advisory Person may execute a securities transaction within five Business Days before and one Business Day after a transaction in that security for a CSAM 2 client. D. PUBLIC OFFERINGS. No Advisory Person may directly or indirectly acquire Beneficial Ownership in any security in a public offering in the primary securities market. E. PRIVATE PLACEMENTS. No Advisory Person may directly or indirectly acquire or dispose of any Beneficial Ownership in any privately placed security without the express prior written approval of a supervisory person designated in Section IX of this Code ("Designated Supervisory Person"). Approval will take into account, among other factors, whether the investment opportunity should be reserved for a CSAM client, whether the opportunity is being offered to the Advisory Person because of his or her position with CSAM or as a reward for past transactions and whether the investment creates or may in the future create a conflict of interest. F. SHORT SELLING. Advisory Persons are only permitted to engage in short selling for hedging purposes. No Advisory Person may engage in any transaction that has the effect of creating any net "short exposure" in an individual security. G. FUTURES CONTRACTS. No Advisory Person may invest in futures contracts, except through the purchase of options on futures contracts. H. OPTIONS. No Advisory Person may write (i.e., sell) any options except for hedging purposes and only if the option is fully covered. I. TRADING, HEDGING AND SPECULATION IN CREDIT SUISSE GROUP SECURITIES. Transactions by employees, officers and directors of CSAM in securities of Credit Suisse Group ("CSG") are prohibited for each period beginning 15 calendar days before announcement of CSG yearly or half-yearly results and ending two Business Days after the announcement. Employees, officers and directors of CSAM may only hedge VESTED positions in CSG stock through short sales or derivative instruments. Uncovered short exposure, through short sales or otherwise, is not permitted without the express prior written approval of a Designated Supervisory Person. J. INVESTMENT CLUBS. No Advisory Person may participate in an "investment club" or similar activity. K. DISCLOSURE OF INTEREST. No Advisory Person may recommend to or effect for any CSAM client any securities transaction without having disclosed his or her personal interest (actual or potential), if any, in the issuer of the securities, including without limitation: - any ownership or contemplated ownership of any privately placed securities of the issuer or any of its affiliates; - any employment, management or official position with the issuer or any of its affiliates; - any present or proposed business relationship between the Advisory Person and the issuer or any of its affiliates; and 3 - any additional factors that may be relevant to a conflict of interest analysis. Where the Advisory Person has a personal interest in an issuer, a decision to purchase or sell securities of the issuer or any of its affiliates by or for a CSAM client shall be subject to an independent review by a Designated Supervisory Person. L. GIFTS. No Advisory Person may seek or accept any gift of more than a DE MINIMIS value (approximately $250 per year) from any person or entity that does business with or on behalf of a CSAM client, other than reasonable, business-related meals and tickets to sporting events, theater and similar activities. If any Advisory Person is unsure of the appropriateness of any gift, a Designated Supervisory Person should be consulted. M. DIRECTORSHIPS AND OTHER OUTSIDE BUSINESS ACTIVITIES. No Advisory Person may serve on the board of directors/trustees of any issuer without the express prior written approval of a Designated Supervisory Person. Approval will be based upon a determination that the board service would be consistent with the interests of CSAM clients. Where board service is authorized, Advisory Persons serving as directors will be isolated from those making investment decisions regarding the securities of that issuer through "informational barrier" or other procedures specified by a Designated Supervisory Person. No Advisory Person may be employed (either for compensation or in a voluntary capacity) outside his or her regular position with CSAM or its affiliated companies without the written approval of a Designated Supervisory Person. IV. EXEMPT TRANSACTIONS A. EXEMPTIONS FROM PROHIBITIONS. 1. Purchases and sales of securities issued or guaranteed by the U.S. government or any agencies or instrumentalities of the U.S. government, municipal securities, and other non-convertible fixed income securities, which are in each case rated investment grade, are exempt from the prohibitions described in paragraphs C and D of Section III if such transactions are made in compliance with the preclearance requirements of Section V(B) below. 2. Any securities transaction, or series of related transactions, involving 500 shares or less of an issuer having a market capitalization (outstanding shares multiplied by the current market price per share) greater than $2.5 billion is exempt from the prohibition described in paragraph C of Section III if such transaction is made in compliance with the preclearance requirements of Section V(B) below. B. EXEMPTIONS FROM PROHIBITIONS AND PRECLEARANCE. The prohibitions described in paragraphs B through E of Section III and the preclearance requirements of Section V(B) shall not apply to: - purchases and sales of securities that are direct obligations of the U.S. government; - purchases and sales of securities of U.S. registered open-end investment companies; 4 - purchases and sales of bankers' acceptances, bank certificates of deposit, and commercial paper; - purchases that are part of an automatic dividend reinvestment plan; - purchases and sales that are non-volitional on the part of either the Access Person or the CSAM client; - purchases and sales in any account maintained with a party that has no affiliation with the Covered Companies and over which no Advisory Person has, in the judgment of a Designated Supervisory Person after reviewing the terms and circumstances, direct or indirect influence or control over the investment or trading of the account; and - purchases by the exercise of rights offered by an issuer pro rata to all holders of a class of its securities, to the extent that such rights were acquired from the issuer. C. FURTHER EXEMPTIONS. Express prior written approval may be granted by a Designated Supervisory Person if a purchase or sale of securities or other outside activity is consistent with the purposes of this Code and Section 17(j) of the 1940 Act and rules thereunder (attached as Attachment A is a form to request such approval). For example, a purchase or sale may be considered consistent with those purposes if the purchase or sale is not harmful to a CSAM client because such purchase or sale would be unlikely to affect a highly institutional market, or because such purchase or sale is clearly not related economically to the securities held, purchased or sold by the CSAM client. V. TRADING, PRECLEARANCE, REPORTING AND OTHER COMPLIANCE PROCEDURES A. TRADING THROUGH CSAM. No Advisory Person shall purchase or sell securities for an account in which he or she has Beneficial Ownership other than through the CSAM trading desk persons designated by a Designated Supervisory Person, unless express prior written approval is granted by a Designated Supervisory Person. B. PRECLEARANCE. Except as provided in Section IV, before any Advisory Person purchases or sells any security for any account in which he or she has Beneficial Ownership, preclearance shall be obtained in writing from a Designated Supervisory Person (attached as Attachment B is a form to request such approval). If clearance is given for a purchase or sale and the transaction is not effected on that Business Day, a new preclearance request must be made. C. REPORTING. 1. INITIAL CERTIFICATION. Within 10 days after the commencement of his or her employment with CSAM or his or her affiliation with any Covered Fund, each Access Person shall submit to a Designated Supervisory Person an initial certification in the form of Attachment C to certify that: - he or she has read and understood this Code of Ethics and recognizes that he or she is 5 subject to its requirements; and - he or she has disclosed or reported all personal securities holdings in which he or she has any direct or indirect Beneficial Ownership and all accounts in which any securities are held for his or her direct or indirect benefit. 2. ANNUAL CERTIFICATION. In addition, each Access Person shall submit to a Designated Supervisory Person an annual certification in the form of Attachment D to certify that: - he or she has read and understood this Code of Ethics and recognizes that he or she is subject to its requirements; - he or she has complied with all requirements of this Code of Ethics; and - he or she has disclosed or reported (a) all personal securities transactions for the previous year and (b) all personal securities holdings in which he or she has any direct or indirect Beneficial Ownership and accounts in which any securities are held for his or her direct or indirect benefit as of a date no more than 30 days before the annual certification is submitted. Access Persons may comply with the initial and annual reporting requirements by submitting account statements and/or Attachment E to a Designated Supervisory Person within the prescribed periods. An Access Person who is not an Advisory Person is not required to submit initial or annual certifications, unless such Access Person is an officer of a Covered Fund. Each Advisory Person shall annually disclose all directorships and outside business activities (attached as Attachment F is a form for such disclosure). 3. QUARTERLY REPORTING. All Advisory Persons and each Access Person who is an officer of a Covered Fund shall also supply a Designated Supervisory Person, on a timely basis, with duplicate copies of confirmations of all personal securities transactions and copies of periodic statements for all securities accounts, including confirmations and statements for transactions and accounts described in Section IV(B) above (exempt from prohibitions and preclearance). This information must be supplied at least once per calendar quarter, within 10 days after the end of the calendar quarter. Each Access Person who is neither an Advisory Person nor an officer of a Covered Fund is required to report a transaction only if he or she, at the time of that transaction, knew (or in the ordinary course of fulfilling official duties with a Covered Fund should have known) that during the 15-day period immediately before or after the date of the transaction the security such person purchased or sold was purchased or sold by the Covered Fund or was being considered for purchase or sale by the Covered Fund. VI. COMPLIANCE MONITORING AND SUPERVISORY REVIEW 6 A Designated Supervisory Person will periodically review reports from the CSAM trading desk (or, if applicable, confirmations from brokers) to assure that all transactions effected by Access Persons for accounts in which they have Beneficial Ownership are in compliance with this Code and Rule 17j-1 under the 1940 Act. Material violations of this Code and any sanctions imposed shall be reported not less frequently than quarterly to the board of directors of each relevant Covered Fund and to the senior management of CSAM. At least annually, each Covered Company shall prepare a written report to the board of directors/trustees of each Covered Fund, and to the senior management of CSAM, that: - describes issues that have arisen under the Code since the last report, including, but not limited to, material violations of the Code or procedures that implement the Code and any sanctions imposed in response to those violations; and - certifies that each Covered Company has adopted procedures reasonably necessary to prevent Access Persons from violating the Code. Material changes to this Code of Ethics must be approved by the Board of Directors of each Covered Fund no later than six months after the change is adopted. That approval must be based on a determination that the changes are reasonably necessary to prevent Access Persons from engaging in any conduct prohibited by the Code and Rule 17j-1 under the 1940 Act. Board approval must include a separate vote of a majority of the independent directors. VII. SANCTIONS Upon discovering that an Access Person has not complied with the requirements of this Code, the senior management of the relevant Covered Company may impose on that person whatever sanctions are deemed appropriate, including censure; fine; reversal of transactions and disgorgement of profits; suspension; or termination of employment. VIII. CONFIDENTIALITY All information obtained from any Access Person under this Code shall be kept in strict confidence, except that reports of transactions will be made available to the Securities and Exchange Commission or any other regulatory or self-regulatory organization to the extent required by law or regulation. IX. FURTHER INFORMATION The Designated Supervisory Persons are Hal Liebes and James W. Bernaiche or their designees in CSAM's legal and compliance department. Any questions regarding the Code of Ethics should be directed to a Designated Supervisory Person. Dated: March 1, 2000 7 EXHIBIT 1 CREDIT SUISSE ASSET MANAGEMENT, LLC WARBURG PINCUS FUNDS CODE OF ETHICS DEFINITION OF BENEFICIAL OWNERSHIP The term "Beneficial Ownership" as used in the attached Code of Ethics is to be interpreted by reference to Rule 16a-1(a)(2) under the Securities Exchange Act of 1934 ("Rule"). Under the Rule, a person is generally deemed to have Beneficial Ownership of securities if the person (directly or indirectly), through any contract, arrangement, understanding, relationship or otherwise, has or shares a direct or indirect pecuniary interest in the securities. The term "pecuniary interest" is generally defined in the Rule to mean the opportunity (directly or indirectly) to profit or share in any profit derived from a transaction in the securities. A person is deemed to have an "indirect pecuniary interest" within the meaning of the Rule: - - in any securities held by members of the person's immediate family sharing the same household; the term "immediate family" includes any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law, as well as adoptive relationships; - - a general partner's proportionate interest in the portfolio securities held by a general or limited partnership; - - a person's right to dividends that is separated or separable from the underlying securities; - - a person's interest in certain trusts; and - - a person's right to acquire equity securities through the exercise or conversion of any derivative security, whether or not presently exercisable.(1) For purposes of the Rule, a person who is a shareholder of a corporation or similar entity is NOT deemed to have a pecuniary interest in portfolio securities held by the corporation or entity, so long as the shareholder is not a controlling shareholder of the corporation or the entity and does not have or share investment control over the corporation's or the entity's portfolio. The term "control" means the power to exercise a controlling influence over management or policies, unless the power is solely the result of an official position with the company. - --------------------- (1) The term "derivative security" is defined as any option, warrant, convertible security, stock appreciation right or similar right with an exercise or conversion privilege at a price related to an equity security (or similar securities) with a value derived from the value of an equity security. ATTACHMENT A CREDIT SUISSE ASSET MANAGEMENT, LLC WARBURG PINCUS FUNDS/CSAM CLOSED-END FUNDS CODE OF ETHICS -- SPECIAL APPROVAL FORM 1. The following is a private placement of securities or other investment requiring special approval in which I want to acquire or dispose of Beneficial Ownership:
NAME OF PRIVATE SECURITY OR DATE TO BE AMOUNT TO RECORD PURCHASE HOW ACQUIRED OTHER ACQUIRED BE HELD OWNER PRICE (BROKER/ISSUER) INVESTMENT - -------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------
Would this investment opportunity be appropriate for a CSAM client? ___ Yes ___ No 2. I want to engage in the following outside business activity: --------------------------------------------------------------------------- --------------------------------------------------------------------------- --------------------------------------------------------------------------- 3. I want special approval to place personal securities trades other than through the CSAM trading desk (please describe): --------------------------------------------------------------------------- --------------------------------------------------------------------------- --------------------------------------------------------------------------- I certify, as applicable, that I (a) am not aware of any non-public information about the issuer, (b) have made all disclosures required by the Code of Ethics and (c) will comply with all reporting requirements of the Code. - -------------------------------- ------------------------------- Signature Date - -------------------------------- Print Name ___ Approved ___ Not Approved - ------------------------------- ------------------------------ Designated Supervisory Person Date ATTACHMENT B CREDIT SUISSE ASSET MANAGEMENT, LLC WARBURG PINCUS FUNDS/CSAM CLOSED-END FUNDS CODE OF ETHICS -- PERSONAL TRADING PRECLEARANCE FORM This form should be filled out COMPLETELY to expedite approval. 1. Security: ------------------------------------------ Ticker: ------------------------------------------ Purchase Sale ----- ----- 2. Number of shares/bonds/units/contracts: ------------------------------ 3. Account Name/Shortname: ----------------------------------------------- 4. Brokerage Firm AND Account Number: --------------------------------------- 5. Why do you want to purchase or sell? Is this an opportunity appropriate for CSAM clients? -------------------------------------------------------------------------- 6. Are you aware of a CSAM Advisory Person who is buying or selling or who plans to buy or sell this security for his or her personal accounts or CSAM clients? Yes No ---- ---- If yes, who? -------------------------------------------------------------------------- 7. If the amount is less than 500 shares, is the issuer market capitalization greater than $2.5 billion? Yes No ---- ---- I certify that I (a) am not aware of any non-public information about the issuer, (b) have made all disclosures required by the Code of Ethics and this trade otherwise complies with the Code, including the prohibition on investments in initial public offerings, and (c) will comply with all reporting requirements of the Code. - ---------------------------------- ------------------------------------ Signature of Advisory Person Date - ---------------------------------- Print Name ___ Approved ___ Not Approved - ---------------------------------- ------------------------------------ Designated Supervisory Person Date - VALID THIS BUSINESS DAY ONLY. ATTACHMENT C CREDIT SUISSE ASSET MANAGEMENT, LLC WARBURG PINCUS FUNDS/CSAM CLOSED-END FUNDS CODE OF ETHICS INITIAL CERTIFICATION I certify that I: - have read and understood the Code of Ethics for Credit Suisse Asset Management, LLC, the Warburg Pincus Funds and the CSAM Closed-End Funds and recognize that I am subject to its requirements; and - have disclosed or reported all personal securities holdings in which I had any direct or indirect Beneficial Ownership and accounts in which any securities were held for my direct or indirect benefit as of the date I commenced employment with CSAM or the date I became affiliated with a Covered Fund. - -------------------------------- ------------------------------- Signature of Access Person Date - -------------------------------- Print Name ATTACHMENT D CREDIT SUISSE ASSET MANAGEMENT, LLC WARBURG PINCUS FUNDS/CSAM CLOSED-END FUNDS CODE OF ETHICS ANNUAL CERTIFICATION I certify that I: - have read and understood the Code of Ethics for Credit Suisse Asset Management, LLC, the Warburg Pincus Funds and the CSAM Closed-End Funds and recognize that I am subject to its requirements; - have complied with all requirements of the Code of Ethics and Policy and Procedures Designed to Detect and Prevent Insider Trading in effect during the year ended December 31, 1999; and - have disclosed or reported all personal securities transactions for the year ended December 31, 1999 and all personal securities holdings in which I had any direct or indirect Beneficial Ownership and all accounts in which any securities were held for my direct or indirect benefit as of December 31, 1999. - -------------------------------- ------------------------------- Signature of Access Person Date - -------------------------------- Print Name ATTACHMENT E CREDIT SUISSE ASSET MANAGEMENT, LLC WARBURG PINCUS FUNDS/CSAM CLOSED-END FUNDS CODE OF ETHICS - PERSONAL SECURITIES ACCOUNT DECLARATION ALL ACCESS PERSONS MUST COMPLETE EACH APPLICABLE ITEM (1, 2, 3 OR 4) AND SIGN BELOW. 1. The following is a list of securities/commodities accounts in which I have Beneficial Ownership:
BROKER/DEALER ACCOUNT TITLE AND NUMBER -------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------
2. The following is a list of securities/commodities accounts in which I had Beneficial Ownership that have been opened or closed in the past year:
BROKER/DEALER ACCOUNT TITLE AND NUMBER -------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------
3. The following is a list of any other securities or other investment holdings in which I have Beneficial Ownership (FOR SECURITIES HELD IN ACCOUNTS OTHER THAN THOSE DISCLOSED IN RESPONSE TO ITEMS 1 AND 2):
NAME OF PRIVATE SECURITY OR OTHER DATE AMOUNT RECORD PURCHASE HOW ACQUIRED INVESTMENT ACQUIRED HELD OWNER PRICE (BROKER/ISSUER) - -------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------
4. I do not have Beneficial Ownership in any securities/commodities accounts or otherwise have Beneficial Ownership of any securities or other instruments subject to the Code of Ethics. (Please initial.) ------------- Initials I declare that the information given above is true and accurate: - -------------------------------- ------------------------------- Signature of Access Person Date - ------------------------------- Print Name ATTACHMENT F CREDIT SUISSE ASSET MANAGEMENT, LLC WARBURG PINCUS FUNDS/CSAM CLOSED-END FUNDS CODE OF ETHICS OUTSIDE BUSINESS ACTIVITIES Outside business activities include, but are not limited to, the following: - - self-employment; - - receiving compensation from another person or company; - - serving as an officer, director, partner, or consultant of another business organization (including a family owned company); and - - becoming a general or limited partner in a partnership or owning any stock in a business, unless the stock is publicly traded and no control relationship exists. Outside business activities include serving with a governmental (federal, state or local) or charitable organization whether or not for compensation. ALL ADVISORY PERSONS MUST COMPLETE AT LEAST ONE CHOICE (1 OR 2) AND SIGN BELOW. 1. The following are my outside business activities:
------------------------------------------------------------------------------------- APPROVED BY DESIGNATED OUTSIDE BUSINESS DESCRIPTION OF SUPERVISORY PERSON (YES/NO) ACTIVITY ACTIVITY ------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------
2. I am not involved in any outside business activities. (Please initial) ------------ Initials I declare that the information given above is true and accurate: - -------------------------------- ------------------------------- Signature of Advisory Person Date - -------------------------------- Print Name EX-99.17(B) 15 a2026585zex-99_17b.txt EXHIBIT 99.17(B) EXHIBIT 17(b) PROXY CARD FOR THE INDONESIA FUND, INC. PROXY THE INDONESIA FUND, INC. The Proxy is Solicited on Behalf of the Board of Directors P The undersigned hereby appoints Michael A. Pignataro and Hal Liebes as R Proxies, each with the power to appoint his substitute, and hereby authorizes them to represent and to vote, as designated on the reverse side O and in accordance with their judgment on such other matters as may properly come before the meeting or any adjournments thereof, all shares of The X Indonesia Fund, Inc. that the undersigned is entitled to vote at the special meeting of shareholders to be held on ___________, 2000, and Y at any adjournments thereof. - ------------- ------------- SEE REVERSE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE SIDE SIDE - ------------- ------------- PLEASE MARK /X/ VOTE AS IN THIS EXAMPLE THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED "FOR" THE PROPOSAL. THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE PROPOSAL. 1. To approve a Merger Agreement and Plan of Reorganization whereby the Jakarta Growth FOR AGAINST ABSTAIN Fund, Inc. will merge with and into The Indonesia Fund, Inc. / / / / / / MARK HERE FOR ADDRESS CHANGE / / AND NOTE AT LEFT PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE. Please sign exactly as name appears at left. When shares are held by joint tenants, both should sign. When signing as attorney, 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 in a partnership, please sign in partnership name by authorized person. Signature:__________________ Date:___________ Signature:_______ Date:___________ PROXY CARD FOR JAKARTA GROWTH FUND, INC. PROXY JAKARTA GROWTH FUND, INC. THE PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS P The undersigned hereby appoints Nobuo Katayama and John J. Boretti as R Proxies, each with the power to appoint his substitute, and hereby authorizes them to represent and to vote, as designated on the reverse side O and in accordance with their judgment on such other matters as may properly come before the meeting or any adjournments thereof, all shares of the X Jakarta Growth Fund, Inc. held of record by the undersigned on November 3, 2000 at the special meeting of shareholders to be held on December 18, Y 2000, and at any adjournments thereof. - ------------- ------------- SEE REVERSE CONTINUED AND TO BE SIGNED ON SEE REVERSE SIDE REVERSE SIDE SIDE - ------------- ------------- PLEASE MARK /X/ VOTE AS IN THIS EXAMPLE THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED "FOR" THE PROPOSAL. THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE PROPOSAL. 1. To approve a Merger Agreement and Plan of Reorganization whereby the Jakarta Growth FOR AGAINST ABSTAIN Fund, Inc. will merge with and into The Indonesia Fund, Inc. / / / / / / MARK HERE FOR ADDRESS CHANGE / / AND NOTE AT LEFT PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE. Please sign exactly as name appears at left. When shares are held by joint tenants, both should sign. When signing as attorney, 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 in a partnership, please sign in partnership name by authorized person. Signature:__________________ Date:___________ Signature:_______ Date:___________ -----END PRIVACY-ENHANCED MESSAGE-----