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-