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
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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
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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
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Name: Emilio Bassini
Title: President
Accepted:
BEA ASSOCIATES
By: /s/ Albert L. Zesiger
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Name: Albert L. Zesiger
Title: Managing Director
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