ADMINISTRATION AGREEMENT
Agreement dated as of October 1, 2007 by and between State Street Bank
and Trust Company, a Massachusetts trust company (the "Administrator"), and The
Japan Fund, Inc. (the "Company"). The effective date of this Agreement is
October 1, 2007.
WHEREAS, the Company is registered as an open-end, management
investment company under the Investment Company Act of 1940, as amended (the
"1940 Act"); and
WHEREAS, the Company desires to retain the Administrator to furnish
certain administrative services to the Company, and the Administrator is willing
to furnish such services, on the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, the parties hereto agree as follows:
1. APPOINTMENT OF ADMINISTRATOR
The Company hereby appoints the Administrator to act as administrator
with respect to the Company for purposes of providing certain administrative
services for the period and on the terms set forth in this Agreement. The
Administrator accepts such appointment and agrees to render the services stated
herein.
The Company will initially consist of the portfolio of shares (each an
"Investment Fund") listed in Schedule A to this Agreement. In the event that the
Company establishes one or more additional Investment Funds with respect to
which it wishes to retain the Administrator to act as administrator hereunder,
the Company shall notify the Administrator in writing. Upon written acceptance
by the Administrator, such Investment Fund shall become subject to the
provisions of this Agreement to the same extent as the existing Investment
Funds, except to the extent that such provisions (including those relating to
the compensation and expenses payable by the Company and its Investment Funds)
may be modified with respect to each additional Investment Fund in writing by
the Company and the Administrator at the time of the addition of the Investment
Fund.
2. DELIVERY OF DOCUMENTS
The Company will promptly deliver to the Administrator copies of each
of the following documents and all future amendments and supplements, if any:
a. The Company's Declaration and by-laws;
b. The Company's currently effective registration statement under
the Securities Act of 1933, as amended (the "1933 Act"), and
1
the 1940 Act and the Company's Prospectus and Statement of
Additional Information relating to all Investment Funds and
all amendments and supplements thereto as in effect from time
to time;
c. Certified copies of the resolutions of the Board of Directors
of the Company (the "Board") authorizing (1) the Company to
enter into this Agreement and (2) certain individuals on
behalf of the Company to (a) give instructions to the
Administrator pursuant to this Agreement and (b) sign checks
and pay expenses;
d. A copy of the investment advisory agreement between the
Company and its investment adviser; and
e. Such other certificates, documents or opinions which the
Administrator may, in its reasonable discretion, deem
necessary or appropriate in the proper performance of its
duties.
3. REPRESENTATIONS AND WARRANTIES OF THE ADMINISTRATOR
The Administrator represents and warrants to the Company that:
a. It is a Massachusetts trust company, duly organized and
existing under the laws of The Commonwealth of Massachusetts;
b. It has the corporate power and authority to carry on its
business in The Commonwealth of Massachusetts;
c. All requisite corporate proceedings have been taken to
authorize it to enter into and perform this Agreement;
d. No legal or administrative proceedings have been instituted or
threatened which would impair the Administrator's ability to
perform its duties and obligations under this Agreement; and
e. Its entrance into this Agreement shall not cause a material
breach or be in material conflict with any other agreement or
obligation of the Administrator or any law or regulation
applicable to it.
f. As of the date of this Agreement, the operating policies and
procedures of the Administrator which are applicable to the
U.S. federal securities laws referenced in Rule 38a-1 under
the 1940 Act which relate to the services to be provided by
the Administrator hereunder are reasonably designed to
prevent, detect and correct violations of said applicable U.S.
federal securities laws which relate to the services to be
provided by the Administrator hereunder, provided that in
making this representation, the Administrator has relied upon
and assumed the adequacy and effectiveness of the compliance
programs pursuant to Rule 38a-1 under the 1940 Act and Rule
206(4)-7 under the Investment Advisers Act of 1940, as
2
amended, of the Company, the Investment Fund and its service
providers, including its investment advisers and previous
service providers.
4. REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company represents and warrants to the Administrator that:
a. It is a corporation, duly organized, existing and in good
standing under the laws of the State of Maryland;
b. It has the corporate power and authority under applicable laws
and by its charter and by-laws to enter into and perform this
Agreement;
c. All requisite proceedings have been taken to authorize it to
enter into and perform this Agreement;
d. It is an investment company properly registered under the 1940
Act;
e. A registration statement under the 1933 Act and the 1940 Act
has been filed and will be effective and remain effective
during the term of this Agreement. The Company also warrants
to the Administrator that as of the effective date of this
Agreement, all necessary filings under the securities laws of
the states in which the Company offers or sells its shares
have been made;
f. No legal or administrative proceedings have been instituted or
threatened which would impair the Company's ability to perform
its duties and obligations under this Agreement;
g. Its entrance into this Agreement will not cause a material
breach or be in material conflict with any other agreement or
obligation of the Company or any law or regulation applicable
to it; and
h. As of the close of business on the date of this Agreement, the
Company is authorized to issue shares of beneficial interest,
and it will initially offer shares, in the authorized amounts
as set forth in Schedule A to this Agreement.
5. ADMINISTRATION SERVICES
For periods beginning on and after the effective date of this Agreement
and continuing until termination of this Agreement as provided in Section 12
below, the Administrator shall provide the following services, subject to the
control, supervision, authorization and direction of the Company and, in each
case where appropriate, the review and comment by the Company's auditors and
legal counsel and in accordance with procedures which may be established from
time to time between the Company and the Administrator:
3
FUND ADMINISTRATION TREASURY SERVICES
a. Prepare for review and approval by officers of the Company the
Investment Funds' financial information contained within the
Company's semi-annual and annual shareholder reports, Form
N-CSR reports, Form N-Q reports and other quarterly reports
(as mutually agreed upon), including tax footnote disclosures
where applicable;
b. Compute yields, total return, expense ratios, portfolio
turnover rate and average dollar weighted portfolio maturity,
as appropriate;
c. Track and validate income and expense accruals, analyze and
modify expense accrual changes periodically, and process
expense disbursements to vendors and service providers;
d. Communicate net asset value, yield, total return or other
financial data to appropriate third party reporting agencies,
and assist in resolution of errors reported by such third
party reporting agencies;
e. Provide such financial reports in connection with quarterly
meetings of the Board of Directors as are required or as the
Board may reasonably request;
f. Coordinate the audit of the Company's financial statements by
the Company's independent accountants, including the
preparation of supporting audit work papers and other
schedules, and make such reports and recommendations to the
Board concerning the performance of the independent
accountants as the Board may reasonably request;
g. Prepare for review by an officer of the Company the Company's
periodic financial reports required to be filed with the
Securities and Exchange Commission ("SEC") on Form N-SAR and
financial information required by Form N-1A, proxy statements
and such other reports, forms or filings as may be mutually
agreed upon;
h. Prepare at least quarterly for review by an officer of the
Company (who is not an employee of the Administrator) annual
fund expense budgets, perform accrual analyses and roll
forward calculations and recommend changes to fund expense
accruals on a periodic basis, arrange for payment of the
Company's expenses, review calculations of fees paid to the
Company's investment adviser, custodian, fund accountant,
distributor and transfer agent, and obtain authorization of
accrual changes and expense payments;
i. Provide periodic testing of portfolios with respect to
compliance with Internal Revenue Code mandatory qualification
requirements, the requirements of the 1940 Act and the
Investment Fund's registration statement limitations as may be
4
mutually agreed upon, including quarterly compliance reporting
to the Company's officers (who are not employees of the
Administrator) as well as preparation of Board compliance
materials;
j. Prepare and furnish total return performance information,
including such information on an after-tax basis, calculated
in accordance with applicable U.S. securities laws and
regulations, as may be reasonably requested by Company
management;
k. Prepare and disseminate vendor survey information;
l. Prepare and coordinate the filing of Rule 24f-2 notices,
including coordination of payment;
m. Provide sub-certificates in connection with the certification
requirements of the Xxxxxxxx-Xxxxx Act of 2002 with respect to
the services provided by the Administrator;
n. Maintain certain books and records of the Company as required
under Rule 31a-1(b) of the 1940 Act, as may be mutually agreed
upon;
o. Consult with the Company's officers (who are not employees of
the Administrator), independent accountants, legal counsel,
custodian, Investment Fund independent accountant,
distributor, and transfer agent in establishing the accounting
policies of the Company;
p. Process payments approved by the Company's distributor
pursuant to the Company's 12b-1 Plan and Distribution and
Shareholder Services Agreement;
FUND ADMINISTRATION BLUE SKY SERVICES
q. Perform Blue Sky services pursuant to the specific
instructions of the Company's officers (who are not employees
of the Administrator) as detailed in Schedule B hereto;
FUND ADMINISTRATION LEGAL SERVICES
r. Prepare agenda and background materials for Board and
Committee meetings, make presentations at Board and Committee
meetings where appropriate, prepare minutes and follow-up on
matters raised at Board and Committee meetings and attend
shareholder meetings and prepare minutes;
s. Prepare and mail quarterly and annual Code of Ethics forms for
disinterested Board members and officers of the Company and
5
the Investment Fund (who are not employees of the
Administrator), including a review of returned forms against
portfolio holdings and report to the Board;
t. Prepare for filing with the SEC Form 40-17G, Form N-CSR, Form
N-Q and amendments to the Company's registration statement,
including updating the Prospectus and Statement of Additional
Information;
u. Prepare for filing with the SEC proxy statements and provide
consultation on proxy solicitation matters;
v. File with the SEC Form N-PX;
w. Maintain and update general Board calendars and regulatory
filings calendars;
x. Maintain copies of the Company's charter and by-laws,
agreements, minutes and other books and records as required by
Rule 31a-1 and Rule 31a-2;
y. Act as liaison to legal counsel to the Company if desired and,
where applicable, to legal counsel to the Company's
independent Board members;
z. Assist in developing guidelines and procedures to improve
overall compliance by the Company;
aa. Assist the Company in the handling of routine regulatory
examinations and work closely with the Company's legal counsel
in response to any non-routine regulatory matters;
bb. Maintain continuing awareness of significant emerging
regulatory and legislative developments which may affect the
Company, update the Board and the investment adviser on those
developments and provide related planning assistance where
requested or appropriate;
cc. Coordinate with insurance providers, including soliciting bids
for Directors & Officers/Errors & Omissions insurance and
fidelity bond coverage, file fidelity bonds with the SEC and
make related Board presentations;
6
dd. Coordinate with the Company's counsel in the preparation,
review and execution of contracts between the Company and
third parties, such as the Fund's investment adviser, transfer
agent, distributor and record-keepers or shareholder service
providers;
ee. Provide consulting with respect to the ongoing design,
development and operation of the Company, including new
portfolios or share classes and/or load structures, as well as
changes to investment objectives and polices for existing
portfolios
ff. Provide assistance with investor inquiries;
gg. Manage the proxy process, including evaluating proxy
distribution channels, coordinating with outside service
provider to distribute proxies and managing the proxy
solicitation vendor if necessary;
hh. Provide individuals to serve as officers of the Company, as
requested, provided that if such individuals are employees of
the Administrator, they shall not be required to approve,
certify to or otherwise discharge any responsibility or
obligation of the Company or the Investment Fund;
ii. Provide an address for the Company for filings, shareholder
communications and service of process;
jj. Prepare and circulate an annual Director's and Officer's
Questionnaire;
kk. Provide other assistance to the Company as it may reasonably
request in the conduct of the Company's business, subject to
the direction and control of the Company's Board of Directors;
FUND ADMINISTRATION TAX SERVICES
ll. Compute tax basis provisions for both excise and income tax
purposes;
mm. Prepare and sign as paid preparer each Fund's federal, state,
and local income tax returns and extension requests for review
and for execution and filing by the Company's independent
accountants and execution and filing by the Company's
treasurer, including Form 1120-RIC, Form 8613 and Form
1099-MISC and Form TD F;
nn. Coordinate Form 1099-DIV mailings on the Form 1099-DIV; and
oo. Review and sign off on periodic income distribution
calculations and annual minimum distribution calculations
(income and capital gain) prior to their declaration; provide
sources of payment as required under Section 19(a) of the 1940
Act.
The Administrator shall perform such other services for the Company
that are mutually agreed to by the parties from time to time, for which the
Company will pay such fees and reasonable out-of-pocket expenses of the
Administrator. The provision of such services shall be subject to the terms and
conditions of this Agreement.
The Administrator shall provide the office facilities and the personnel
determined by it to perform the services contemplated herein.
7
6. FEES; EXPENSES; EXPENSE REIMBURSEMENT
The Administrator shall receive from the Company such compensation
reimbursements for the Administrator's services provided pursuant to this
Agreement as may be agreed to from time to time in a written fee schedule
approved by the parties and initially set forth in the Fee Schedule to this
Agreement. The fees are accrued daily and billed monthly and shall be due and
payable upon receipt of the invoice. Upon the termination of this Agreement
before the end of any month, the fee for the part of the month before such
termination shall be prorated according to the proportion which such part bears
to the full monthly period and shall be payable upon the date of termination of
this Agreement. In addition, the Company shall reimburse the Administrator for
its out-of-pocket costs incurred in connection with this Agreement as agreed
between the parties. All rights of compensation and expense reimbursement under
this Agreement for services performed as of the termination date shall survive
the termination of this Agreement.
The Company agrees promptly to reimburse the Administrator for any
equipment and supplies specially ordered by or for the Company through the
Administrator with the Company's consent and for any other expenses not
contemplated by this Agreement that the Administrator may incur on the Company's
behalf at the Company's request or with the Company's consent.
The Company will bear all expenses that are incurred with its consent
in its operation and not specifically assumed by the Administrator. Expenses to
be borne by the Company, include, but are not limited to: organizational
expenses; cost of services of independent accountants and outside legal and tax
counsel (including such counsel's review of the Company's registration
statement, proxy materials, federal and state tax qualification as a regulated
investment company and other reports and materials prepared by the Administrator
under this Agreement); cost of any services contracted for by the Company
directly from parties other than the Administrator; cost of trading operations
and brokerage fees, commissions and transfer taxes in connection with the
purchase and sale of securities for the Company; blue sky fees, investment
advisory fees; taxes, insurance premiums and other fees and expenses applicable
to its operation; costs incidental to any meetings of shareholders including,
but not limited to, legal and accounting fees, proxy filing fees and the costs
of preparation, printing and mailing of any proxy materials; costs incidental to
Board meetings, including fees and expenses of Board members; the salary and
expenses of any officer, director or employee of the Company (provided that the
Company shall not bear the salary costs of any employee of the Administrator
named as an officer of the Company or the Investment Fund) costs incidental to
the preparation, printing and distribution of the Company's registration
statements and any amendments thereto and shareholder reports; cost of
typesetting and printing of prospectuses; cost of preparation and filing of the
Company's tax returns, Form TD F, Form N-1A, Form N-CSR, Form N-Q, Form N-PX and
Form N-SAR, and all notices, registrations and amendments associated with
applicable federal and state tax and securities laws; all applicable
registration fees and filing fees required under federal and state securities
laws; fidelity bond and directors' and officers' liability insurance; and cost
of independent pricing services used in computing the Investment Funds' net
asset values.
8
The Administrator is authorized to and may employ or associate with
such person or persons as the Administrator may deem desirable to assist it in
performing its duties under this Agreement; provided, however, that the
compensation of such person or persons shall be paid by the Administrator and
that the Administrator shall be as fully responsible to the Company for the acts
and omissions of any such person or persons as it is for its own acts and
omissions.
7. INSTRUCTIONS AND ADVICE
At any time, the Administrator may apply to any officer of the Company
(who is not an employee of the Company) for instructions and may consult with
outside counsel for the Company or the independent accountants for the Company
at the expense of the Company, with respect to any matter arising in connection
with the services to be performed by the Administrator under this Agreement. The
Administrator may consult with its own legal counsel at its own cost. The
Administrator shall not be liable, and shall be indemnified by the Company, for
any action taken or omitted by it in good faith in reliance upon any such
instructions or advice or upon any paper or document believed by it to be
genuine and to have been signed by the proper person or persons. The
Administrator shall not be held to have notice of any change of authority of any
person until receipt of written notice thereof from the Company. Nothing in this
paragraph shall be construed as imposing upon the Administrator any obligation
to seek such instructions or advice, or to act in accordance with such advice
when received.
8. LIMITATION OF LIABILITY AND INDEMNIFICATION
The Administrator shall be responsible for the performance of only such
duties as are set forth in this Agreement and, except as otherwise provided
under Section 6, shall have no responsibility for the actions or activities of
any other party, including other service providers. The Administrator shall have
no liability in respect of any loss, damage or expense suffered by the Company
insofar as such loss, damage or expense arises from the performance of the
Administrator's duties hereunder in reasonable reliance upon records that were
maintained for the Company by entities other than the Administrator prior to the
Administrator's appointment as administrator for the Company. The Administrator
shall have no liability for any error of judgment or mistake of law or for any
loss or damage resulting from the performance or nonperformance of its duties
hereunder unless directly caused by or resulting from the negligence, bad faith
or willful misconduct of the Administrator, its officers or employees. The
Administrator shall not be liable for any special, indirect, incidental,
punitive or consequential damages, including lost profits, of any kind
whatsoever (including, without limitation, attorneys' fees) under any provision
of this Agreement or for any such damages arising out of any act or failure to
act hereunder, each of which is hereby excluded by agreement of the parties
regardless of whether such damages were foreseeable or whether either party or
any entity had been advised of the possibility of such damages. In any event,
for any liability or loss suffered by the Company, including but not limited to,
any liability relating to qualification of the Company as a regulated investment
company or any liability relating to the Company's compliance with any federal
or state tax or securities statute, regulation or ruling, the Administrator's
liability under this Agreement shall be limited to such amount as may be agreed
upon from time to time between the parties hereto.
9
The Administrator shall not be responsible or liable for any failure or
delay in performance of its obligations under this Agreement arising out of or
caused, directly or indirectly, by circumstances beyond its control, including
without limitation, work stoppage, power or other mechanical failure, computer
virus, natural disaster, governmental action or communication disruption.
The Company shall indemnify and hold the Administrator and its
directors, officers, employees and agents harmless from all loss, cost, damage
and expense, including reasonable fees and expenses for counsel, incurred by the
Administrator resulting from any claim, demand, action or suit in connection
with the Administrator's acceptance of this Agreement, any action or omission by
it in the performance of its duties hereunder, or as a result of acting upon any
instructions reasonably believed by it to have been duly authorized by the
Company or upon reasonable reliance on information or records given or made by
the Company or its investment adviser, provided that this indemnification shall
not apply to actions or omissions of the Administrator, its officers or
employees in cases of its or their own gross negligence or willful misconduct.
The indemnification contained herein shall survive the termination of
this Agreement.
9. CONFIDENTIALITY
The Administrator agrees that, except as otherwise required by law or
in connection with any requested disclosure to a banking or other regulatory
authority or the Administrator is advised by counsel that it may incur liability
for failure to make a disclosure, it will keep confidential all records and
information in its possession relating to the Company or its shareholders or
shareholder accounts and will not disclose the same to any person except at the
request or with the written consent of the Company.
10. COMPLIANCE WITH GOVERNMENTAL RULES AND REGULATIONS; RECORDS
The Company assumes full responsibility for complying with all
securities, tax, commodities and other laws, rules and regulations applicable to
it.
In compliance with the requirements of Rule 31a-3 under the 1940 Act,
the Administrator agrees that all records which it maintains for the Company
shall at all times remain the property of the Company, shall be readily
accessible during normal business hours, and shall be promptly surrendered upon
the termination of the Agreement or otherwise on written request. The
Administrator further agrees that all records which it maintains for the Company
pursuant to Rule 31a-1 under the 1940 Act will be preserved for the periods
prescribed by Rule 31a-2 under the 1940 Act unless any such records are earlier
surrendered as provided above. Records may be surrendered in either written or
machine-readable form.
10
11. SERVICES NOT EXCLUSIVE
The services of the Administrator to the Company are not to be deemed
exclusive, and the Administrator shall be free to render similar services to
others. The Administrator shall be deemed to be an independent contractor and
unless otherwise expressly provided herein or authorized by the Company from
time to time, neither the Administrator nor its employees, including without
limitation any officer of the Company or of the Investment Fund who is an
employee of the Administrator, shall have any authority to act or represent the
Company in any way or otherwise be deemed an agent of the Company.
12. TERM, TERMINATION AND AMENDMENT
(a) This Agreement shall become effective on the date of its
execution and shall remain in full force and effect for a
period of three (3) years from the effective date and shall
automatically continue in full force and effect after such
initial term unless either party terminates this Agreement by
written notice to the other party at least sixty (60) days
prior to the expiration of the initial term.
(b) During the initial term, this Agreement may be terminated only
(i) by provision of a notice of non-renewal as set forth
above, (ii) by mutual written agreement of the parties, or
(iii) for "cause," as defined below.
For purposes of this Agreement, "cause" shall mean (a) a
material breach (including non-payment of fees or expenses by
the Company) of this Agreement that has not been remedied for
thirty (30) days following written notice of such breach from
the non-breaching party; (b) a final, unappealable judicial,
regulatory or administrative ruling or order in which the
party to be terminated has been found guilty of criminal or
unethical behavior in the conduct of its business; or (c)
financial difficulties on the part of the party to be
terminated which are evidenced by the authorization or
commencement of, or involvement by way of pleading, answer,
consent or acquiescence in, a voluntary or involuntary case
under Title 11 of the United States Code, as from time to time
is in effect, or any applicable law, other than said Title 11,
of any jurisdiction relating to the liquidation or
reorganization of debtors or to the modification or alteration
of the rights of creditors.
(c) Either party may terminate this Agreement at any time after
the initial term upon at least sixty (60) days' prior written
notice to the other party.
(d) Termination of this Agreement with respect to any given
Investment Fund shall in no way affect the continued validity
of this Agreement with respect to any other Investment Fund.
11
(e) Upon termination of this Agreement, the Company shall pay to
the Administrator such compensation and any reimbursable
expenses as may be due under the terms hereof as of the date
of such termination, including reasonable out-of-pocket
expenses associated with such termination that are agreed to
by the Company, which agreement shall not be unreasonably
withheld.
(f) This Agreement may be modified or amended from time to time by
mutual written agreement of the parties hereto.
13. NOTICES
Any notice or other communication authorized or required by this
Agreement to be given to either party shall be in writing and deemed to have
been given when delivered in person or by confirmed facsimile, or posted by
certified mail, return receipt requested, to the following address (or such
other address as a party may specify by written notice to the other): if to the
Company: The Japan Fund, Inc., c/o Xxxxx Xxxx & Xxxxxxxx, 000 Xxxxxxxxx
Xxxxxx, XX, XX 00000, Attn: Xxxx Xxxxxx, fax: 000-000-0000; if to the
Administrator: State Street Bank and Trust Company, X.X. Xxx 0000, Xxxxxx, XX
00000-0000, Attn: Fund Administration Legal Department, fax: 000-000-0000.
14. NON-ASSIGNABILITY
This Agreement shall not be assigned by either party hereto without the
prior consent in writing of the other party, except that the Administrator may
assign this Agreement to a successor of all or a substantial portion of its
business, or to a party controlling, controlled by or under common control with
the Administrator.
15. SUCCESSORS
This Agreement shall be binding on and shall inure to the benefit of
the Company and the Administrator and their respective successors and permitted
assigns.
16. ENTIRE AGREEMENT
This Agreement contains the entire understanding between the parties
hereto with respect to the subject matter hereof and supersedes all previous
representations, warranties or commitments regarding the services to be
performed hereunder whether oral or in writing.
17. WAIVER
The failure of a party to insist upon strict adherence to any term of
this Agreement on any occasion shall not be considered a waiver nor shall it
deprive such party of the right thereafter to insist upon strict adherence to
that term or any term of this Agreement. Any waiver must be in writing signed by
the waiving party.
12
18. SEVERABILITY
If any provision of this Agreement is invalid or unenforceable, the
balance of the Agreement shall remain in effect, and if any provision is
inapplicable to any person or circumstance it shall nevertheless remain
applicable to all other persons and circumstances.
19. GOVERNING LAW
This Agreement shall be construed and the provisions thereof
interpreted under and in accordance with the laws of The Commonwealth of
Massachusetts.
20. REPRODUCTION OF DOCUMENTS
This Agreement and all schedules, exhibits, attachments and amendments
hereto may be reproduced by any photographic, xerographic, photostatic,
microfilm, micro-card, miniature photographic or other similar process. The
parties hereto all/each agree that any such reproduction shall be admissible in
evidence as the original itself in any judicial or administrative proceeding,
whether or not the original is in existence and whether or not such reproduction
was made by a party in the regular course of business, and that any enlargement,
facsimile or further reproduction of such reproduction shall likewise be
admissible in evidence.
21. COUNTERPARTS
This Agreement may be executed by the parties hereto on any number of
counterparts, and all of said counterparts taken together shall be deemed to
constitute one and the same instrument.
13
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below as of the date first written above.
THE JAPAN FUND, INC.
By: /s/ XXXXXXX X. XXXXXX
----------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Chief Executive Officer
STATE STREET BANK AND TRUST COMPANY
By: /s/ XXXX X. XXXXXX
------------------------------------
Name: Xxxx X. Xxxxxx
Title: Senior Vice President
14
ADMINISTRATION AGREEMENT
SCHEDULE A
LISTING OF INVESTMENT FUNDS SHARE CLASS
The Japan Fund, Inc. Class S
15
ADMINISTRATION AGREEMENT
SCHEDULE B
NOTICE FILING WITH
STATE SECURITIES ADMINISTRATORS
AT THE SPECIFIC DIRECTION OF THE COMPANY, THE ADMINISTRATOR WILL PREPARE
REQUIRED DOCUMENTATION AND MAKE NOTICE FILINGS IN ACCORDANCE WITH THE SECURITIES
LAWS OF EACH JURISDICTION IN WHICH COMPANY SHARES ARE TO BE OFFERED OR SOLD
PURSUANT TO INSTRUCTIONS GIVEN TO THE ADMINISTRATOR BY THE COMPANY.
THE COMPANY SHALL BE SOLELY RESPONSIBLE FOR THE DETERMINATION (I) OF THOSE
JURISDICTIONS IN WHICH NOTICE FILINGS ARE TO BE SUBMITTED AND (II) THE NUMBER OF
COMPANY SHARES TO BE PERMITTED TO BE SOLD IN EACH SUCH JURISDICTION. IN THE
EVENT THAT THE ADMINISTRATOR BECOMES AWARE OF (A) THE SALE OF COMPANY SHARES IN
A JURISDICTION IN WHICH NO NOTICE FILING HAS BEEN MADE OR (B) THE SALE OF
COMPANY SHARES IN EXCESS OF THE NUMBER OF COMPANY SHARES PERMITTED TO BE SOLD IN
SUCH JURISDICTION, THE ADMINISTRATOR SHALL REPORT SUCH INFORMATION TO THE
COMPANY, AND IT SHALL BE THE COMPANY'S RESPONSIBILITY TO DETERMINE APPROPRIATE
CORRECTIVE ACTION AND INSTRUCT THE ADMINISTRATOR WITH RESPECT THERETO.
The Blue Sky services shall consist of the following:
1. Filing of Company's Initial Notice Filings, as directed by the
Company;
2. Filing of Company's renewals and amendments as required;
3. Filing of amendments to the Company's registration statement
where required;
4. Filing Company sales reports where required;
5. Payment at the expense of the Company of all Company Notice
Filing fees;
6. Filing the Prospectuses and Statements of Additional
Information and any amendments or supplements thereto where
required;
7. Filing of annual reports and proxy statements where required;
and
8. The performance of such additional services as the
Administrator and the Company may agree upon in writing.
Unless otherwise specified in writing by the Administrator, Blue Sky services by
the Administrator shall not include determining the availability of exemptions
under a jurisdiction's blue sky law. Any such determination shall be made by the
Company or its legal counsel. In connection with the services described herein,
the Company shall issue in favor of the Administrator a power of attorney to
submit Notice Filings on behalf of the Company, which power of attorney shall be
substantially in the form of Exhibit I attached hereto.
16
EXHIBIT 1
LIMITED POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, as of October 1, 2007 that The Japan Fund, Inc.
(the "Company"), c/o Xxxxx Xxxx & Xxxxxxx, 000 Xxxxxxxxx Xxxxxx, XX, XX 00000,
makes, constitutes, and appoints State Street Bank and Trust Company (the
"Administrator") with principal offices at Xxx Xxxxxxx Xxxxxx, Xxxxxx,
Xxxxxxxxxxxxx its lawful attorney-in-fact for it to do as if it were itself
acting, the following:
1. NOTICE FILINGS FOR FUND SHARES. The Power to submit notice filings for
the Company in each jurisdiction in which the Company's shares are
offered or sold and in connection therewith the power to prepare,
execute, and deliver and file any and all of the Company's applications
including without limitation, applications to provide notice for the
Company's shares, consents, including consents to service of process,
reports, including without limitation, all periodic reports, or other
documents and instruments now or hereafter required or appropriate in
the judgment of the Administrator in connection with the notice filings
of the Company's shares.
2. CHECKS. The power to draw, endorse, and deposit checks in the name of
the Company in connection with the notice filings of the Company's
shares with state securities administrators.
3. AUTHORIZED SIGNERS. Pursuant to this Limited Power of Attorney,
individuals holding the titles of Officer, Blue Sky Manager or Senior
Blue Sky Administrator at the Administrator shall have authority to act
on behalf of the Company with respect to items 1 and 2 above.
The execution of this limited power of attorney shall be deemed coupled with an
interest and shall be revocable only upon receipt by the Administrator of such
termination of authority. Nothing herein shall be construed to constitute the
appointment of the Administrator as or otherwise authorize the Administrator to
act as an officer, director or employee of the Company.
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed in its
name and on its behalf by and through its duly authorized officer, as of the
date first written above.
THE JAPAN FUND, INC.
By:
Name: Xxxxxxx X. Xxxxxx
Title: Chief Executive Officer
Subscribed and sworn to before me
this day of 20
---- ------------------------------------
Notary Public
State of
-----------------------------------------------------
In and for the County of
-------------------
My Commission expires
----------------------
17
