EXHIBIT 2.(k)(2)
ADDENDUM TO THE
TRANSFER AGENCY SERVICES AGREEMENT
This Addendum (the "Addendum") effective SEPTEMBER 29, 2003 is made to the
Transfer Agency Services Agreement dated June 17, 1992 (the "Agreement") by and
between The Japan Equity Fund, Inc. (the "Fund") and PFPC Inc. ("PFPC").
WHEREAS, in addition to the services provided by PFPC as set forth in the
Agreement, the Fund desires to engage PFPC to provide certain subscription
services on its behalf with respect to the Fund and PFPC desires to provide such
services;
NOW, THEREFORE, in consideration of the foregoing and of the mutual
agreements set forth herein, the parties agree as follows:
1. PFPC hereby agrees to provide for the benefit of the Fund the following
services:
(a) Designating an operational team to carry out subscription agent duties,
including document review and execution of legal agreement, review of
subscription form and communication materials, project management, and
on-going project updates and reporting
(b) Calculating Rights to be distributed to each shareholder and printing
shareholder information on the subscription form
(c) Issuing and mailing subscription forms to registered shareholders
(d) Tracking and reporting the number of exercises made, as required
(e) Processing Rights received and exercised
(f) Processing Sales and Transfers of rights as received
(g) Deposit participant checks daily and forward all participant funds to the
Fund at the end of the offering period
(h) Providing receipt summation of checks received
(i) Affixing legends to appropriate stock certificates, where applicable
(j) Issuing and mailing stock certificates and/or checks
(k) Interfacing with the Information Agent
(l) Calculating, issuing and mailing of proration and/or over-subscription
checks if applicable
(m) Calculating, issuing and mailing of solicitation checks if applicable
(n) The services to be provided in the Addendum are based upon the following
assumptions:
i. Document review and information known as of the day and
year first written above;
ii. Significant changes made in the terms or requirements
of this transaction could require modification of the
Addendum;
iii. Addendum must be executed prior to the initial mailing;
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iv. PFPC responsible for printing of materials (Rights
Card, Prospectus and ancillary documents);
v. Material to be mailed to shareholders must be received
no less than five (5) business days prior to the start
of the mailing project.
3. In consideration of the services provided by PFPC under this Addendum, the
Fund agrees to compensate PFPC in accordance with the written schedule of
fees as set forth in Schedule A - Fees annexed hereto and incorporated
herein.
4. The terms of this Addendum shall remain in effect until the completion of
the Fund's rights offering described in this Addendum.
5. This Addendum contains the entire understanding among the parties with
respect to the transactions contemplated hereby and unless otherwise
specifically modified hereby, the terms of the Agreement shall remain in
full force and effect and shall apply hereto. To the extent that any
provision of this Addendum modifies or is otherwise inconsistent with any
provision of the prior agreements and related agreements, this Addendum
shall control.
IN WITNESS WHEREOF, the parties hereto have caused this Addendum to be
executed by their duly authorized officers, as of the day and year first above
written.
THE JAPAN EQUITY FUND, INC. PFPC INC.
By: By:
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Name: Name:
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Title: Title:
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Schedule A
Fees
$ 15,000.00 Project Management Fee
$ 1.75 Per subscription form issued and mailed
$ 8.50 Per subscription form processed (registered and beneficial)
$ 12.50 Per defective subscription form received
$ 12.50 Per notice of guaranteed delivery received
$ 2.00 Per broker split certificate issued
$ 2.50 Per sale/transfer of rights (if applicable)
$ 4.50 Per invoice mailed (if applicable)
$ 1.75 Per refund check issued and mailed (if applicable)
$ 4.00 Per solicitation check processed and mailed (if applicable)
$ 12.50 Per withdrawal of subscription certificate (if applicable)
$ 50.00 Per wire (if applicable)
$ 2,000.00 New York window fee for Midnight expiration (if applicable)
$ 2,000.00 Per Pro-ration (if applicable)
$ 2,000.00 Per offer extension
$ 5,000.00 Minimum charge should the project be canceled for any reason
prior to the mailing of the subscription form
ITEMS NOT COVERED
This fee schedule excludes the following:
- Out-of pocket expenses such as telephone line charges, overprinting,
certificates, checks, postage, stationary, wire transfers, excess material
disposal and other miscellaneous charges which will be billed as incurred
and payable on a monthly basis;
- Any services associated with new duties, legislation or regulatory fiat that
become effective after the date of the Addendum. Any such services will be
provided on an appraisal basis;
- Reasonable legal review fees if referred to outside counsel;
- Overtime charges assessed in the event of late delivery of material for
mailings, unless the target mail date is rescheduled;
- No interest shall accrue to the shareholder or the company.
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