XXXXXX XXXXXX ____________________________________ FUND
AGENT COMPANY AGREEMENT
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This Agent Company Agreement (the "Agreement") is made and entered into as of
___th of ___________, 1999 by and between XXXXXX XXXXXX FUNDS (the "Trust"), a
Massachusetts business trust organization under the laws of The Commonwealth of
Massachusetts, on behalf of the Xxxxxx Xxxxxx
___________________________________ Fund series (the "Fund"), and
_________________________________ (" "), a company organized under the
laws of Japan, concerning the appointment of an Agent Company (Daiko Kyokai-in)
in Japan for the Fund.
1. 's Appointment as Agent Company
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(a) The Trust hereby appoints as Agent Company for the Fund in Japan, and
hereby accepts such appointment, with regard to the Shares to be offered to the
Japanese public for the purpose of performing the following functions (the
"Agent Company" means a company as defined in Article 28, Chapter 4 of the Rules
of Foreign Securities Transactions adopted as of December 4, 1973 by the Japan
Securities Dealers Association ("JSDA")):
(i) To distribute to JSDA and the securities companies in Japan who may
be selling the Shares in Japan such Prospectuses relating to the
Shares as may from time to time be required to be prepared in
accordance with the provisions of the applicable laws and
regulations of Japan and/or the aforesaid Rules of JSDA;
(ii) To make public in Japan the daily net asset value per Share;
(iii) To distribute to JSDA and the securities companies in Japan who may
be selling the Shares in Japan such financial statements and other
documents relating to the Fund as may be from time to time required
to be prepared in accordance with the provisions of the applicable
laws and regulations of Japan and/or the aforesaid Rules of JSDA;
(iv) To report to JSDA and to notify the securities companies in Japan
who may be selling the Shares in Japan if and when the Shares become
disqualified under the Standards of Selection of Foreign Investment
Fund Securities under the Rules of Foreign Securities Transactions
as adopted froom time to time by JSDA; and
(v) To carry out on behalf of the Fund any and all acts and things
incidental to or necessary for 's performance of any of the above
enumerated functions.
(b) In order for to perform efficiently its obligations as such Agent
Company for the Fund in the manner stated above, the Trust agrees to furnish
from time to time with such information and materials as may reasonably request
or the Trust may find relevant in this connection. agrees to furnish the Trust
from time to time with such information relating to the requirements under the
aforesaid Rules of JSDA and other relevant laws and regulations of Japan
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as the Trust may reasonably request or may find relevant in connection with the
subject of this paragraph 1.
(c) It is the intent of the parties hereto that the Fund will pay, upon
request, out-of-pocket expenses reasonably incurred in connection with the
services to be rendered by in this capacity. shall submit to the Fund a
statement of the estimated expenses together with a breakdown of such expenses.
2. The Trust's Legal Representative in Japan
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The Trust shall appoint and maintain a legal representative in Japan, for
as long as is required under the laws and regulations of Japan and the
applicable Rules of JSDA, with respect to any and all matters regarding the
transactions relating to the Shares including representation of the Trust before
the courts.
3. Documents to be Furnished by the Trust
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The Trust will promptly, at the expense of the Trust, furnish with copies
of (a) all public documents relating to the Fund filed by the Trust (i) under
the Securities and Exchange Law of Japan or (ii) under the laws of The
Commonwealth of Massachusetts, Investment Company Act of 1940, Securities Act of
1933 and Securities Exchange Act of 1934, or other laws and regulations
pertaining to the operation of the Fund, (b) notices and reports to holders of
Shares or to the public given or furnished for inspection by the Fund, (c)
reports on the additional issue of the Shares, the number of the Shares resold
and repurchased during each month, (d) a summary of portfolio securities and a
breakdown of net assets as of the end of each month, and (e) any other documents
which may reasonably request in writing from time to time including, but not
limited to, the total amount of net assets, amount of bonds, stocks, cash and
other information necessary to prepare annual, semi-annual, extraordinary
securities reports and securities registration statements, to be filed with the
Director of Kanto Local Finance Bureau; provided, however, that the Trust shall
have no obligation to furnish with Japanese language translations of any
documents except as the Fund or is required to furnish such translations under
paragraph 4 below or under the laws and regulations of Japan or the Rules of
JSDA.
4. Documents in Japanese Language to be Furnished by the Trust
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The Trust will prepare, in accordance with the forms required under the
laws and regulations of Japan and the Rules of JSDA, and provide promptly and at
the charge of the Fund copies in the Japanese language, in reasonable
quantities, not exceeding 110% of the number of beneficial holders in Japan of
the Shares, of the notices and reports given or furnished for inspection by the
Fund to beneficial holders of the Shares or to the public, so long as the Trust
is required under the Securities and Exchange Law of Japan or the Rules of JSDA
and the Agreement for Opening of Foreign Securities Transaction Account to make
continuous disclosure of the operations of the Fund for distribution thereof to
the beneficial holders in Japan of the Shares who may purchase the Shares in
accordance with the Distributions, Repurchase and Shareholder Servicing
Agreement to be entered into between Xxxxxx Xxxxxx Distributors, L.P.
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and undertakes to assist the Trust, at the expense of the Trust, in providing
all required translations into the Japanese language.
5. Termination
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(a) This Agreement shall be effective until termination upon notice, three
(3) months prior to the termination date, in writing to the other party to this
Agreement, to the addresses listed below, subject to the appointment of a
successor agent company for the Trust in Japan insofar as such appointment is
required in Japan.
(b) The Trust agrees that its obligations for the benefit of the beneficial
holders of the Shares, as provided in this Agreement, shall survive any
termination of this Agreement, insofar as such obligations are required in Japan
to be fulfilled.
6. Notice
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All communications and notices hereunder shall be in writing and except as
otherwise provided shall be delivered directly or mailed, cabled, or telexed to
the following addresses:
If to the Trust
XXXXXX XXXXXX FUNDS,
on behalf of its Xxxxxx Xxxxxx Fund series
Attn: Xxxx X. Xxxxxxx
If to
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Attn:
7. Applicable Laws
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This Agreement shall be governed by and construed in accordance with the
laws of Japan.
IN WITNESS WHEREOF, the Trust and have caused their respective duly
authorized representative or attorney to execute this Agreement on the date
stated at the beginning hereof.
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A copy of the Agreement and Declaration of Trust establishing the Trust is
on file with the Secretary of State of The Commonwealth of Massachusetts, and
notice is hereby given that this Agreement is executed with respect to the
Trust's Xxxxxx Xxxxxx Fund series on behalf of the Trust by its duly authorized
attorney and that the obligations of or arising out of this Agreement are not
binding upon any of Trustees, officers or shareholders individually but are
binding only upon the assets and property belonging to the Fund.
The Trust
XXXXXX XXXXXX FUNDS,
on behalf of its Xxxxxx Xxxxxx
Fund series
By:_________________________________________
Xxxxxx X. Xxxxxxx
Vice President
SECURITIES CO., LTD.
By:_________________________________________
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