Exhbit 5(f)
XXXXXXX, XXXXXXX & XXXXX, INC.
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000-0000
January 1, 1994
NIKKO INTERNATIONAL CAPITAL
MANAGEMENT CO., LTD.
00-0, Xxxxxxxxxx-Xxxxxxxxxxx
Xxxx-xx, Xxxxx 000
Xxxxx
RESEARCH AGREEMENT
Dear Sirs:
We have entered into an Investment Management Agreement (the "Management
Agreement") dated as of January 1, 1994 with The Japan Fund, Inc., a Maryland
corporation (the "Fund"), pursuant to which we act as investment advisor to and
manager of the Fund. A copy of the Management Agreement has been previously
furnished to you. In furtherance of such duties to the Fund, and with the
approval of the Fund, we wish to avail ourselves of your investment research
services. Accordingly, with the acceptance of the Fund, we hereby agree with you
as follows for the duration of this Agreement:
1. You agree to furnish to us such information, investment recommendations,
advice and assistance, as we shall from time to time reasonably request. In
addition, for the benefit of the Fund, you agree to pay the fees and expenses of
any directors of the Fund who are directors, officers or employees of you or of
The Nikko Securities Co., Ltd.
2. We agree to pay in United States dollars to you, as compensation for the
services to be rendered by you hereunder, a monthly fee, payable in dollars, as
follows:
(a) For the period ended December 31, 1994 the fee shall be an amount
equal on an annual basis to .15 of 1% of the value of the average daily
net assets of the Fund up to and including $700 million; plus .14 of 1%
of the value of the average daily net assets over $700 million.
(b) For the period January 1, 1995 through December 31, 1995 the fee
shall be an amount equal on an annual basis to .10 of 1% of the value
of the average daily net assets of the Fund.
For purposes of computing the monthly fee, the "average daily net
assets" of the Fund for any calendar month means the average of the
daily net asset values of the Fund's portfolio for such calendar month
determined by the Fund's custodian pursuant to the procedures
established by the Board of Directors of the Fund and in accordance
with the requirements of the Investment Company Act of 1940, as
amended, and the applicable rules and regulations of the Securities and
Exchange Commission. Each payment of a monthly fee shall be made to us
to you no later than the fifteenth day of the following calendar month.
3. You agree that there will be full compliance with any and all provisions
of the Investment Company Act of 1940, as amended, applicable to you and your
directors, officers or employees, or to interested persons with respect to you.
4. You agree that you will not make a short sale of any capital stock of
the Fund, or purchase any share of the capital stock of the Fund otherwise than
for investment.
5. Your services to us are not to be deemed exclusive and you are free to
render similar services to others.
6. Nothing herein shall be construed as constituting you as agent of us or
of the Fund.
7. We and the Fund agree that you may rely on information reasonably
believed by you to be accurate and reliable. We and the Fund further agree that,
except as may otherwise be provided by the Investment Company Act of 1940, as
amended, neither you nor your officers, directors, employees or agents shall be
subject to any liability for any act or omission in the course of, connected
with or arising out of any services to be rendered hereunder except by reason of
willful misfeasance, bad faith or gross negligence in the performance of your
duties or by reason of reckless disregard of your obligations and duties under
this Agreement.
8. This Agreement shall remain in effect until December 31, 1995.
9. This Agreement may nevertheless be terminated at any time, without
penalty, by us or by the Fund's Board of Directors or by vote of holders of a
majority of the outstanding voting securities of the Fund, upon sixty (60) days'
written notice delivered or sent by registered mail, postage prepaid, to you, at
your address given above or at any other address of which you shall have
notified us in writing, or by you upon six (6) months' such written notice to us
and to the Fund, and shall automatically be terminated in the event of its
assignment or of the assignment of the Management Agreement. Any such notice
shall be deemed given when received by the addressee.
10. This Agreement may not be transferred, assigned, sold or in any manner
hypothecated or pledged by either party hereto. It may be amended by mutual
agreement, but only after authorization of such amendment by the affirmative
vote of (i) the holders of a majority of the outstanding voting securities of
the Fund, and (ii) a majority of the members of the Fund's Board of Directors
who are not interested persons of the Fund, you or us, cast in person at a
meeting called for the purpose of voting on such approval.
11. This Agreement shall be construed in accordance with the laws of the
State of New York, provided, however, that nothing herein shall be construed as
being inconsistent with the Investment Company Act of 1940, as amended. As used
herein the terms "interested person," "assignment," and "vote of a majority of
the outstanding voting securities" shall have the meanings set forth in the
Investment Company Act of 1940, as amended.
12. This Agreement shall supersede all prior investment advisory,
sub-advisory, research or management agreements entered into between you and us
or any of our affiliates.
If you are in agreement with the foregoing, please sign the form of
acceptance on the enclosed counterpart hereof and return the same to us.
Yours very truly,
XXXXXXX, XXXXXXX & XXXXX, INC.
By /s/Xxxxx X. Xxx
---------------------------
Managing Director
The foregoing Agreement is hereby accepted as of the date first above written.
NIKKO INTERNATIONAL CAPITAL
MANAGEMENT CO., LTD.
By /s/unintelligible
---------------------------
President
Accepted:
THE JAPAN FUND, INC.
By /s/Xxxxxxx X. Xxxxxx
---------------------------
President
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