FORM OF Investment Advisory AgreementInvestment Advisory Agreement • September 5th, 2008 • Japan Fund Inc • Maryland
The Japan Fund, Inc. (the “Corporation”) has been established as a Maryland corporation to engage in the business of an investment company. Pursuant to the Corporation’s Articles of Incorporation, as amended from time to time (the “Articles”), the Board of Directors may divide the Corporation’s shares of capital stock, par value $.33 1/3 per share (the “Shares”), into separate series, or funds. Series may be abolished and dissolved, and additional series established, from time to time by action of the Directors. At the date hereof, the Corporation does not have separate series. To the extent separate series are created, their investment advisory arrangements will be governed by an addendum to this Agreement or a separate agreement.
FEE WAIVER AGREEMENTFee Waiver Agreement • September 5th, 2008 • Japan Fund Inc
THIS FEE WAIVER AGREEMENT (the “Agreement”) is signed as of , 2008 by Nomura Asset Management U.S.A. Inc. (the “Investment Advisor”) and The Japan Fund, Inc. (the “Fund”).
FORM OF Sub-Advisory Agreement between Nomura Asset Management U.S.A. Inc. and Nomura Asset Management Co., Ltd.Agreement • September 5th, 2008 • Japan Fund Inc • Maryland
AGREEMENT made this day of , 2008 by and between Nomura Asset Management U.S.A. Inc., a New York corporation with its principal offices at Two World Financial Center, New York, New York (hereinafter called the “Advisor”) and Nomura Asset Management Co., Ltd., a Japanese corporation with its principal offices at 1-12-1-Chome, Nihonbashi, Chuo-ku, Tokyo 103, Japan (hereinafter called the “Sub-Advisor”).
