Exhibit (h)(4)
ADMINISTRATIVE SERVICES AGREEMENT
AGREEMENT dated this 1st day of May, 2000, by and between THE JAPAN FUND, INC.,
a Maryland corporation (the "Fund"), and XXXXXX DISTRIBUTORS, INC., a Delaware
corporation ("KDI").
In consideration of the mutual covenants hereinafter contained, it is hereby
agreed by and between the parties hereto as follows:
1. The Fund hereby appoints KDI to provide information and administrative
services for the benefit of the Class A, Class B and Class C shares of the Fund
and the shareholders of each such Class. In this regard, KDI shall appoint
various broker-dealer firms and other service or administrative firms ("Firms")
to provide related services and facilities for persons who are investors in the
Fund ("investors"). The Firms shall provide such office space and equipment,
telephone facilities, personnel or other services as may be necessary or
beneficial for providing information and services to investors in the Fund. Such
services and assistance may include, but are not limited to, establishing and
maintaining accounts and records, processing purchase and redemption
transactions, answering routine inquiries regarding the Fund and its special
features, assistance to investors in changing dividend and investment options,
account designations and addresses, and such other administrative services as
the Fund or KDI may reasonably request. Firms may include affiliates of KDI. KDI
may also provide some of the above services for the Fund directly.
KDI accepts such appointment and agrees during such period to render such
services and to assume the obligations herein set forth for the compensation
herein provided. KDI shall for all purposes herein provided be deemed to be an
independent contractor and, unless otherwise expressly provided or authorized,
shall have no authority to act for or represent the Fund in any way or otherwise
be deemed an agent of the Fund. KDI, by separate agreement with the Fund, may
also serve the Fund in other capacities. In carrying out its duties and
responsibilities hereunder, KDI will appoint various Firms to provide
administrative and other services described herein directly to or for the
benefit of investors in the Fund. Such Firms shall at all times be deemed to be
independent contractors retained by KDI and not the Fund. KDI and not the Fund
will be responsible for the payment of compensation to such Firms for such
services.
2. For the administrative services and facilities described in Section 1, the
Fund will pay to KDI at the end of each calendar month an administrative service
fee computed at an annual rate of up to 0.25 of 1% of the average daily net
assets attributable to the Class A, Class B and Class C shares of the Fund. The
initial fee schedule is set forth as Appendix I hereto. The administrative
service fee will be calculated separately for Class A, Class B and Class C of
the Fund as an expense of each such class; no administrative service fee shall
be payable with respect to Class S or AARP Class shares. For the month and year
in which this Agreement becomes effective or terminates, there shall be an
appropriate proration on the basis of the number of days that the Agreement is
in effect during such month and year, respectively. The services of KDI to the
Fund under this Agreement are not to be deemed exclusive, and KDI shall be free
to render similar services or other services to others.
The net asset value for each share of the Fund shall be calculated in accordance
with the provisions of the Fund's current prospectus. On each day when net asset
value is not calculated, the net asset value of a share of the Fund shall be
deemed to be the net asset value of such a share as of the close of business on
the last day on which such calculation was made for the purpose of the foregoing
computations.
KDI shall be contractually bound hereunder by the terms of any publicly
announced fee cap or waiver of its fee or by the terms of any written document
provided to the Board of Directors of the Fund announcing a fee cap or waiver of
its fee, or any limitation of the Fund's expenses, as if such fee cap, fee
waiver or expense limitation were fully set forth herein.
3. The Fund shall assume and pay all charges and expenses of its operations not
specifically assumed or otherwise to be provided by KDI under this Agreement.
4. This Agreement may be terminated at any time without the payment of any
penalty by the Fund or by KDI on sixty (60) days written notice to the other
party. Termination of this Agreement shall not affect the right of KDI to
receive payments on any unpaid balance of the compensation described in Section
2 hereof earned prior to such termination. This Agreement may not be amended for
any class of the Fund to increase the amount to be paid to KDI for services
hereunder above .25 of 1% of the average daily net assets of such class without
the vote of a majority of the outstanding voting securities of such class. All
material amendments to this Agreement must in any event be approved by vote of
the Board of Directors of the Fund.
5. If any provision of this Agreement shall be held or made invalid by a court
decision, statute, rule or otherwise, the remainder shall not be thereby
affected.
6. Any notice under this Agreement shall be in writing, addressed and delivered
or mailed, postage prepaid, to the other party at such address as such other
party may designate for the receipt of such notice.
7. This Agreement shall be construed in accordance with applicable federal law
and the laws of the State of Illinois.
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IN WITNESS WHEREOF, the Fund and KDI have caused this Agreement to be executed
as of the day and year first above written.
THE JAPAN FUND, INC.
By: /s/Xxxx X. Xxxxxxxx
-----------------------------
Xxxx X. Xxxxxxxx
President
XXXXXX DISTRIBUTORS, INC.
By: /s/Xxxxx X. Xxxxxxxxxx
-----------------------------
Name: Xxxxx X. Xxxxxxxxxx
Title: President
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APPENDIX I
FEE SCHEDULE FOR ADMINISTRATIVE SERVICES AGREEMENT
Pursuant to Section 2 of the Administrative Services Agreement between The Japan
Fund, Inc. (the "Fund") and Xxxxxx Distributors, Inc. ("KDI"), the Fund and KDI
agree that the administrative service fee will be computed at an annual rate of
.25 of 1% based upon the assets with respect to which a Firm other than KDI
provides administrative services and .15 of 1% based upon the assets with
respect to which KDI provides administrative services.
THE JAPAN FUND, INC.
By: /s/Xxxx X. Xxxxxxxx
-----------------------------
Xxxx X. Xxxxxxxx
President
XXXXXX DISTRIBUTORS, INC.
By: /s/Xxxxx X. Xxxxxxxxxx
-------------------------------
Name: Xxxxx X. Xxxxxxxxxx
Title: President
Dated: May 1, 2000
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