Filed with the Securities and Exchange Commission on May 12, 2000
File No. 33-13863
File No. 811-1090
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No. ______
Post-Effective Amendment No. 18
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and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 29
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The Japan Fund, Inc.
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(Exact Name of Registrant as Specified in Charter)
345 Park Avenue, New York, NY 10154
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (617) 295-2561
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Maureen E. Kane
Scudder Kemper Investments, Inc.
Two International Place, Boston, MA 02110
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(Name and Address of Agent for Service)
It is proposed that this filing will become effective
_____ immediately upon filing pursuant to paragraph (b)
_____ on __________ pursuant to paragraph (b)
_____ 60 days after filing pursuant to paragraph (a)(i)
__X__ on July 14 , 2000 pursuant to paragraph (a)(i)
_____ 75 days after filing pursuant to paragraph (a)(ii)
_____ on ________________ pursuant to paragraph (a)(ii) of Rule 485.
If appropriate, check the following:
_____ this post-effective amendment designates a new effective date
for a previously filed post-effective amendment
<PAGE>
The Japan Fund, Inc. (New Fund #s)
Supplement to the prospectus dated May 1, 2000
On or about October 1, 2000, this prospectus will offer two classes of shares of
The Japan Fund, Inc. provide investors with different purchase options. The two
classes are the S Class and the AARP Class. Each class has its own important
features and policies. Shares of the AARP class will be specially designed for
members of the American Association of Retired Persons ("AARP").
This supplement provides information relating specifically to the AARP Class of
the fund. As always, you should refer to the prospectus for general information
about the fund, including its investment approaches, risks, and portfolio
managers, and for additional information relating to the S Class, such as its
historical performance, its fees and expenses and its purchase, redemption and
exchange procedures.
The AARP Class
Since its beginning in 1985, the AARP Investment Program from Scudder has been
specially designed to address the needs of people age 50 and over. In keeping
with the organization's mission, AARP's goal is to encourage more of its members
to plan for retirement and beyond. To continue to meet the increasingly diverse
needs and goals of its members, the AARP Investment Program from Scudder has
recently been expanded to offer a wider range of investment options to AARP
members. This has been accomplished by adding the AARP Class to each fund in the
Scudder Family of Funds. The AARP Class will generally have lower minimum
investments, will retain its own identity with separate statements, and will
continue the AARP Investment Program's commitment to shareholder education.
The role of AARP in the AARP Investment Program is not changing. While AARP
takes no part in the investment decisions made by Scudder Kemper, AARP, through
its subsidiary, will continue to oversee the Program's service quality and
communications, and AARP will also continue to provide insight and direction as
to what best represents the interests and concerns of its membership. In
addition, AARP will be represented on the fund's Board.
The AARP Class of The Japan Fund, Inc. will be offered beginning on October 1,
2000. It is expected that the AARP Class of each other fund in the Scudder
Family of Funds will be available no later than October 1, 2000.
Past Performance
As the AARP Class does not have a full calendar year of performance, no past
performance information is provided. However, the bar chart and table in the
fund's prospectus show how the total returns for the fund's S Class have varied
from year to year, and over time. Shares of the fund's S Class will have
substantially similar returns to the AARP Class because the shares represent an
interest in the same portfolio of securities and the annual returns would differ
only to the extent that the classes may have different expenses.
How Much AARP Class Shareholders Pay
The expense table in the fund's prospectus shows the fees and expenses for the S
Class which are the same as the expenses of the AARP Class.
How to Buy AARP Class Shares
<TABLE>
<CAPTION>
First Investment Additional Investments
- ------------------------------------- ------------------------------------- -----------------------------------
<S> <C> <C>
$1,000 or more for regular accounts $___ or more for regular accounts
$500 or more for IRAs $__ or more for IRAs
$50 or more with an Automatic
Investment Plan
- ------------------------------------- ------------------------------------- -----------------------------------
By mail Send completed enrollment form and Send a personalized investment slip
- ------------------------------------- ------------------------------------- -----------------------------------
<PAGE>
- ------------------------------------- ------------------------------------- -----------------------------------
AARP Investment Program from check (payable to "AARP Investment or short note that includes:
Scudder Program"). o fund name
P.O. Box 2540 For enrollment forms, call o AARP class
Boston, MA 02208-2540 800-253-2277. o account number
o check payable to "AARP
Investment Program".
- ------------------------------------- ------------------------------------- -----------------------------------
By wire Call 800-253-2277 for instructions Call 800-253-2277 for instructions
- ------------------------------------- ------------------------------------- -----------------------------------
By phone - Call 800-253-2277 for instructions
- ------------------------------------- ------------------------------------- -----------------------------------
With an automatic investment plan Fill in the information required on To set up regular investment from
your enrollment form and include a a bank checking account, call
voided check. 800-253-2277.
- ------------------------------------- ------------------------------------- -----------------------------------
Web site - Once you have registered on the
Web Site (aarp.scudder.com), you
may purchase shares online by
transfers from your bank account.
- ------------------------------------- ------------------------------------- -----------------------------------
QuickBuy - Call 800-253-2277
- ------------------------------------- ------------------------------------- -----------------------------------
</TABLE>
<TABLE>
<CAPTION>
How to Exchange or Sell AARP Class Shares
Exchanging into another fund Selling shares
- ------------------------------------- ----------------------------------- ---------------------------------------
<S> <C> <C>
$1,000 or more to open a new Some transaction, including most for
account ($500 for IRAs) over $100,000, can only be ordered in
writing; see the prospectus for more
[$___] or more for exchanges information
between existing accounts
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By phone Call 800-253-2277 for instructions Call 800-253-2277 for instructions
- ------------------------------------- ----------------------------------- ---------------------------------------
Using Easy Access Call 800-631-4636 and follow the Call 800-631-4636 and follow the
instructions instructions
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By mail or fax Your instructions should include: Your instructions should include:
(see previous page) o your account number o your account number
o names of the fund and o names of the fund and class
class and number of shares and number of shares or dollar
or dollar amount you want to amount you want to redeem
exchange
- ------------------------------------- ----------------------------------- ---------------------------------------
With an automatic withdrawal plan - To set up regular cash payments from
an account, call 800-253-2277
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Using QuickSell - Call 800-253-2277
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Web Site Once you have registered on the -
Web Site (aarp.scudder.com), you
may exchange shares between
Investment Program funds online.
- ------------------------------------- ----------------------------------- ---------------------------------------
</TABLE>
Policies You Should Know About The AARP Class
Easy-Access Line
Call 800-631-4636 24 hours a day, year-round
This automated number provides current information on the AARP Class of each
fund and your account. If you have signed up for telephone services, you can
also use this number to exchange and redeem shares of the AARP Class.
<PAGE>
Web Site
aarp.scudder.com
You can review your portfolio and make online transactions, including purchases
and exchanges between Investment Program Mutual Funds, once you have registered
on the site. You can also customize the site according to your preference. The
Learning Center includes online versions of educational publications and past
issues of Financial Focus and Investment Insight, the Program's newsletters. You
may also contact us through the site's e-mail capability.
AARP Investment Program Representatives
Call 800-253-2277 8AM-8PM M-F, eastern time
Call this number to speak with a trained representative who can answer your
investing questions and assist you with transaction-related services. You may
also use this number to request a variety of investment education guides and
prospectuses.
Confidential Fax Line
800-821-6234 24 hours a day, year-round
Signed exchange and redemption requests received after 4 p.m. eastern time on a
business day or over a weekend or holiday will be executed the following
business day.
TDD Line
1-800-634-9454 9 AM-5PM, M-F, eastern time
Dial this number with a TDD machine to communicate with registered AARP Mutual
Fund representatives specially trained to handle services for hearing-impaired
investors.
SERVICES
- --------
AARP Lump Sum Service Retirement specialists can help you make decisions about
your lump sum distribution from an employer's 401(k) or pension plan. An
information kit is provided. Call 1-800-253-2277.
AARP Legacy Service This service helps you organize important financial
documents, making it easier to share your investment information and goals with
your spouse or heirs and to plan for the orderly transfer of assets in the event
of a death. We also offer transfer ownership assistance to heirs for your AARP
accounts. Information kits are provided. Call 1-800-253-2277.
AARP Goal Setting and Asset Allocation Service A guidebook and self-scoring
worksheet are available to help you reach your goals by appropriately allocating
your assets across types of investments. Call 1-800-253-2277 to speak to a
specially trained representative.
Account Statements and Reports You will receive prompt confirmation statements
for all of your transactions. Your consolidated [monthly] statement details your
current account status and records all transactions. (AARP IRA and Keogh Plan
investors receive consolidated statements quarterly.)
You will also receive a semi-annual report, an annual report, and a current
prospectus each year.
Retirement Plans
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For an information kit about (including all the necessary forms) regular
Individual Retirement Accounts (IRAs), Roth IRAs, Simplified Employee Pension
IRAs (SEP-IRAs), and Keogh Plan accounts, call an AARP Mutual Fund
representative at 800-253-2277.
To Get More Information:
You can make inquiries and obtain the shareholder reports and Statement of
Additional Information free of charge by contacting:
AARP Investment Program from Scudder
------------------------------------
<PAGE>
P.O. Box 2540
Boston, MA 02208-2540
800-253-2277
aarp.scudder.com
October 1, 2000
<PAGE>
THE JAPAN FUND, INC.
SUPPLEMENT TO THE STATEMENT OF
ADDITIONAL INFORMATION DATED MAY 1, 2000
----------------------------------------
On or about October 1, 2000, this Statement of Additional Information
will offer two classes of shares of The Japan Fund, Inc. to provide investors
with different purchase options. The two classes are the S Class and the AARP
Class. Each class has its own important features and policies. Shares of the
AARP Class will be specially designed for members of the American Association of
Retired Persons ("AARP").
The following disclosure replaces the disclosure regarding "Additional
Information About Opening an Account" on page 27:
Additional Information About Opening an Account
Clients having a regular investment counsel account with the Adviser or
its affiliates and members of their immediate families, officers and employees
of the Adviser or of any affiliated organization and their immediate families,
members of the National Association of Securities Dealers, Inc. ("NASD") and
banks may, if they prefer, subscribe initially for at least $2,500 for S Class
and $1,000 for AARP Class through Scudder Investor Services, Inc.
by letter, fax, or telephone.
Shareholders of other Scudder funds who have submitted an account
application and have certified a tax identification number, clients having a
regular investment counsel account with the Adviser or its affiliates and
members of their immediate families, officers and employees of the Adviser or of
any affiliated organization and their immediate families, members of the NASD,
and banks may open an account by wire. These investors must call 1-800-225-5163
to get an account number. During the call the investor will be asked to indicate
the Fund name, class name, amount to be wired ($2,500 minimum for S Class and
$1,000 for AARP Class), name of bank or trust company from which the wire will
be sent, the exact registration of the new account, the tax identification
number or Social Security number, address and telephone number. The investor
must then call the bank to arrange a wire transfer to The Scudder Funds, Boston,
MA 02101, ABA Number 011000028, DDA Account 9903-5552. The investor must give
the Scudder Fund, class name, account name and the new account number. Finally,
the investor must send a completed and signed application to the Fund promptly.
Investors interested in investing in the AARP Class should call 1-800-253-2277
for further instructions.
The minimum initial purchase amount is less than $2,500 for the S Class
under certain plan accounts and is $1,000 for the AARP Class.
The following disclosure replaces the disclosure regarding "Minimum balances" on
page 27:
Minimum balances
Shareholders should maintain a share balance worth at least $2,500 for
S Class and $1,000 for AARP Class. For fiduciary accounts such as IRAs, and
custodial accounts such as Uniform Gift to Minor Act and Uniform Trust to Minor
Act accounts, the minimum balance is $1000. These amounts may be changed by the
Fund's Board of Directors. A shareholder may open an account with at least
$1,000 ($500 for fiduciary/custodial accounts), if an automatic investment plan
(AIP) of $100/month ($50/month for AARP Class and fiduciary/custodial accounts)
is established. Scudder group retirement plans and certain other accounts have
similar or lower minimum share balance requirements.
The Fund reserves the right, following 60 days' written notice to
applicable shareholders, to:
<PAGE>
o [assess an annual $10 per Fund charge] (with the fee to be
paid to the Fund) for any non-fiduciary/non-custodial account
without an automatic investment plan (AIP) in place and a
balance of less than $2,500 for S Class and $1,000 for AARP
Class; and
o redeem all shares in Fund accounts below $1,000 where a
reduction in value has occurred due to a redemption, exchange
or transfer out of the account. The Fund will mail the
proceeds of the redeemed account to the shareholder.
[Reductions in value that result solely from market activity will not
trigger an involuntary redemption. Shareholders with a combined household
account balance in any of the Scudder Funds of $100,000 or more, as well as
group retirement and certain other accounts will not be subject to a fee or
automatic redemption.]
[Fiduciary (e.g., IRA or Roth IRA) and custodial accounts (e.g., UGMA
or UTMA) with balances below $100 are subject to automatic redemption following
60 days' written notice to applicable shareholders.]
The following disclosure replaces the disclosure regarding "Additional
Information About Making Subsequent Investments by QuickBuy" on page 28:
Additional Information About Making Subsequent Investments by QuickBuy
Shareholders whose predesignated bank account of record is a member of
the Automated Clearing House Network (ACH) and who have elected to participate
in the QuickBuy program may purchase shares of the Fund by telephone. Through
this service shareholders may purchase up to $250,000. To purchase shares by
QuickBuy, shareholders should call before the close of regular trading on the
New York Stock Exchange (the "Exchange"), normally 4 p.m. eastern time. Proceeds
in the amount of your purchase will be transferred from your bank checking
account two or three business days following your call. For requests received by
the close of regular trading on the Exchange, shares will be purchased at the
net asset value per share calculated at the close of trading on the day of your
call. QuickBuy requests received after the close of regular trading on the
Exchange will begin their processing and be purchased at the net asset value
calculated the following business day. If you purchase shares by QuickBuy and
redeem them within seven days of the purchase, the Fund may hold the redemption
proceeds for a period of up to seven business days. If you purchase shares and
there are insufficient funds in your bank account the purchase will be canceled
and you will be subject to any losses or fees incurred in the transaction.
QuickBuy transactions are not available for most retirement plan accounts.
However, QuickBuy transactions are available for Scudder IRA accounts.
In order to request purchases by QuickBuy, shareholders must have
completed and returned to the Transfer Agent the application, including the
designation of a bank account from which the purchase payment will be debited.
New investors wishing to establish QuickBuy may so indicate on the application.
Existing shareholders who wish to add QuickBuy to their account may do so by
completing a QuickBuy Enrollment Form. After sending in an enrollment form
shareholders should allow 15 days for this service to be available.
The Fund employs procedures, including recording telephone calls,
testing a caller's identity, and sending written confirmation of telephone
transactions, designed to give reasonable assurance that instructions
communicated by telephone are genuine and to discourage fraud. To the extent
that the Fund does not follow such procedures, they may be liable for losses due
to unauthorized or fraudulent telephone instructions. The Fund will not be
liable for acting upon instructions communicated by telephone that it reasonably
believes to be genuine.
<PAGE>
Investors interested in making subsequent investments in the AARP Class
of the Fund should call 1-800-253-2277 for further instruction.
The following information replaces the disclosure on pages 29 of the SAI
relating to "Share Price," "Share Certificates" and "Other Information":
Share Price
Purchases will be filled without sales charge at the net asset value
per share next computed after receipt of the application in good order. Net
asset value normally will be computed for each class as of the close of regular
trading on each day during which the Exchange is open for trading. Orders
received after the close of regular trading on the Exchange will be executed at
the next business day's net asset value. If the order has been placed by a
member of the NASD, other than the Distributor, it is the responsibility of that
member broker, rather than the Fund, to forward the purchase order to Scudder
Service Corporation (the "Transfer Agent") in Boston by the close of regular
trading on the Exchange.
There is no sales charge in connection with the purchase of shares in
the S Class and AARP Class of the Fund.
Share Certificates
Due to the desire of the Fund's management to afford ease of
redemption, certificates will not be issued to indicate ownership in the Fund.
Share certificates now in a shareholder's possession may be sent to the Fund's
Transfer Agent for cancellation and credit to such shareholder's account.
Shareholders who prefer may hold the certificates in their possession until they
wish to exchange or redeem such shares.
Other Information
The Fund has authorized certain members of the NASD other than the
Distributor to accept purchase and redemption orders for its shares. Those
brokers may also designate other parties to accept purchase and redemption
orders on the Fund's behalf. Orders for purchase or redemption will be deemed to
have been received by the Fund when such brokers or their authorized designees
accept the orders. Subject to the terms of the contract between the Fund and the
broker, ordinarily orders will be priced at a class's net asset value next
computed after acceptance by such brokers or their authorized designees.
Further, if purchases or redemptions of the Fund's shares are arranged and
settlement is made at an investor's election through any other authorized NASD
member, that member may, at its discretion, charge a fee for that service. The
Board of Directors and the Distributor, each has the right to limit the amount
of purchases by, and to refuse to sell to, any person. The Directors and the
Distributor may suspend or terminate the offering of shares of the Fund at any
time for any reason.
The Board of Directors and the Distributor, each has the right to
limit, for any reason, the amount of purchases by and to refuse to sell to any
person and each may suspend or terminate the offering of shares of the Fund at
any time for any reason.
The "Tax Identification Number" section of the Application must be
completed when opening an account. Applications and purchase orders without a
certified tax identification number and certain other certified information
(e.g., from exempt organizations a certification of exempt status), will be
returned to the investor. The Fund reserves the right, following 30 days'
notice, to redeem all shares in accounts without a correct certified Social
Security or tax identification number. A shareholder may avoid involuntary
redemption by providing the Fund with a tax identification number during the
30-day notice period.
<PAGE>
The Corporation may issue shares at net asset value in connection with
any merger or consolidation with, or acquisition of the assets of, any
investment company or personal holding company, subject to the requirements of
the 1940 Act.
The following disclosure replaces the disclosure regarding "Exchanges" on page
29:
Exchanges
Exchanges are comprised of a redemption from one Scudder Fund and a
purchase into another Scudder Fund. The purchase side of the exchange either may
be an additional investment into an existing account or may involve opening a
new account in the other Fund. When an exchange involves a new account, the new
account will be established with the same registration, tax identification
number, address, telephone redemption option, "Scudder Automated Information
Line" (SAIL) transaction authorization and dividend option as the existing
account. Other features will not carry over automatically to the new account.
Exchanges to a new Fund account must be for a minimum of $2,500 for S Class and
$1,000 for AARP Class. When an exchange represents an additional investment into
an existing account, the account receiving the exchange proceeds must have
identical registration, address, and account options/features as the account of
origin. Exchanges into an existing account must be for $100 or more. If the
account receiving the exchange proceeds is to be different in any respect, the
exchange request must be in writing and must contain an original signature
guarantee.
Exchange orders received before the close of regular trading on the
Exchange on any business day ordinarily will be executed at respective net asset
values determined on that day. Exchange orders received after the close of
regular trading on the Exchange will be executed on the following business day.
Investors may also request, at no extra charge, to have exchanges
automatically executed on a predetermined schedule from one Scudder Fund to an
existing account in another Scudder Fund, at current net asset value, through
Scudder's Systematic Exchange Program. Exchanges must be for a minimum of $50.
Shareholders may add this free feature over the telephone or in writing.
Automatic Exchanges will continue until the shareholder requests by telephone or
in writing to have the feature removed, or until the originating account is
depleted. The Corporation and the Transfer Agent each reserves the right to
suspend or terminate the privilege of the Systematic Exchange Program at any
time.
There is no charge to the shareholder for any exchange described above.
An exchange into another Scudder Fund is a redemption of shares and therefore
may result in tax consequences (gain or loss) to the shareholder, and the
proceeds of such an exchange may be subject to backup withholding. (See
"TAXES.")
Investors currently receive the exchange privilege, including exchange
by telephone, automatically without having to elect it. The Fund employs
procedures, including recording telephone calls, testing a caller's identity,
and sending written confirmation of telephone transactions, designed to give
reasonable assurance that instructions communicated by telephone are genuine,
and to discourage fraud. To the extent that the Fund does not follow such
procedures, it may be liable for losses due to unauthorized or fraudulent
telephone instructions. The Fund will not be liable for acting upon instructions
communicated by telephone that it reasonably believes to be genuine. The Fund
and the Transfer Agent each reserves the right to suspend or terminate the
privilege of exchanging by telephone or fax at any time.
The Scudder Funds into which investors may make an exchange are listed
under "THE SCUDDER FAMILY OF FUNDS" herein. Before making an exchange,
shareholders should obtain from Scudder Investor Services, Inc. a prospectus of
the Scudder Fund into which the exchange is being contemplated. The exchange
privilege may not be available for certain Scudder Funds or classes of Scudder
Funds. For more information, please call 1-800-225-5163. Investors interested in
exchanging AARP Class shares of the Fund should call 1-800-253-2277 for more
information.
<PAGE>
Scudder retirement plans may have different exchange requirements.
Please refer to appropriate plan literature.
The following disclosure replaces the disclosure regarding "Redemptions" on page
30:
Redemption By Telephone
Shareholders currently receive the right automatically, without having
to elect it, to redeem by telephone up to $100,000 and have the proceeds mailed
to their address of record. Shareholders may also request by telephone to have
the proceeds mailed or wired to their predesignated bank account. In order to
request wire redemptions by telephone, shareholders must have completed and
returned to the Transfer Agent the application, including the designation of a
bank account to which the redemption proceeds are to be sent.
(a) NEW INVESTORS wishing to establish the telephone redemption
privilege must complete the appropriate section on the
application.
(b) EXISTING SHAREHOLDERS (except those who are Scudder IRA,
Scudder pension and profit-sharing, Scudder 401(k) and Scudder
403(b) Planholders) who wish to establish telephone redemption
to a predesignated bank account or who want to change the bank
account previously designated to receive redemption proceeds
should either return a Telephone Redemption Option Form
(available upon request), or send a letter identifying the
account and specifying the exact information to be changed.
The letter must be signed exactly as the shareholder's name(s)
appears on the account. An original signature and an original
signature guarantee are required for each person in whose name
the account is registered.
If a request for a redemption to a shareholder's bank account is made
by telephone or fax, payment will be by Federal Reserve bank wire to the bank
account designated on the application, unless a request is made that the
redemption check be mailed to the designated bank account. There will be a $5
charge for all wire redemptions.
Note: Investors designating a savings bank to receive their telephone
redemption proceeds are advised that if the savings bank is not a
participant in the Federal Reserve System, redemption proceeds must be
wired through a commercial bank which is a correspondent of the savings
bank. As this may delay receipt by the shareholder's account, it is
suggested that investors wishing to use a savings bank discuss wire
procedures with their bank and submit any special wire transfer
information with the telephone redemption authorization. If appropriate
wire information is not supplied, redemption proceeds will be mailed to
the designated bank.
The Fund employs procedure, including recording telephone calls,
testing a caller's identity, and sending written confirmation of telephone
transactions, designed to give reasonable assurance that instructions
communicated by telephone are genuine, and to discourage fraud. To the extent
that the Fund does not follow such procedures, it may be liable for losses due
to unauthorized or fraudulent telephone instructions. The Fund will not be
liable for acting upon instructions communicated by telephone that it reasonably
believes to be genuine.
Redemption requests by telephone (technically a repurchase agreement
between the Fund and the shareholder) of shares purchased by check will not be
accepted until the purchase check has cleared which may take up to seven
business days.
<PAGE>
Redemption by QuickSell
Shareholders whose predesignated bank account of record is a member of
the Automated Clearing House Network (ACH) and have elected to participate in
the QuickSell program may sell shares of the Fund by telephone. Redemptions must
be for at least $250. Proceeds in the amount of your redemption will be
transferred to your bank checking account in two or three business days
following your call. For requests received by the close of regular trading on
the Exchange, normally 4 p.m. eastern time, Shares will be redeemed at the net
asset value per share calculated at the close of trading on the day of your
call. QuickSell requests received after the close of regular trading on the
Exchange will begin their processing the following business day. QuickSell
transactions are not available for IRA accounts and most other retirement plan
accounts.
In order to request redemptions by QuickSell, shareholders must have
completed and returned to the Transfer Agent the application, including the
designation of a bank account. New investors wishing to establish QuickSell may
so indicate on the application. Existing shareholders who wish to add QuickSell
to their account may do so by completing a QuickSell Enrollment Form. After
sending in an enrollment form, shareholders should allow for 15 days for this
service to be available.
The Fund employ procedures, including recording telephone calls,
testing a caller's identity, and sending written confirmation of telephone
transactions, designed to give reasonable assurance that instructions
communicated by telephone are genuine, and to discourage fraud. To the extent
that the Fund does not follow such procedures, it may be liable for losses due
to unauthorized or fraudulent telephone instructions. The Fund will not be
liable for acting upon instructions communicated by telephone that it reasonably
believes to be genuine.
Redemption by Mail or Fax
Any existing share certificates representing shares being redeemed must
accompany a request for redemption and be duly endorsed or accompanied by a
proper stock assignment form with signature(s) guaranteed.
In order to ensure proper authorization before redeeming shares, the
Transfer Agent may request additional documents such as, but not restricted to,
stock powers, trust instruments, certificates of death, appointments as
executor, certificates of corporate authority and waivers of tax (required in
some states when settling estates).
It is suggested that shareholders holding shares registered in other
than individual names contact the Transfer Agent prior to any redemptions to
ensure that all necessary documents accompany the request. When shares are held
in the name of a corporation, trust, fiduciary agent, attorney or partnership,
the Transfer Agent requires, in addition to the stock power, certified evidence
of authority to sign. These procedures are for the protection of shareholders
and should be followed to ensure prompt payment. Redemption requests must not be
conditional as to date or price of the redemption. Proceeds of a redemption will
be sent within seven (7) business days after receipt by the Transfer Agent of a
request for redemption that complies with the above requirements. Delays of more
than seven (7) days of payment for shares tendered for repurchase or redemption
may result, but only until the purchase check has cleared.
The requirements for IRA redemptions are different from those for
regular accounts. For more information call 1-800-225-5163.
The following disclosure replaces the disclosure regarding "Internet access" on
page 33 and applies to each class of the Fund except as noted:
Internet access
<PAGE>
World Wide Web Site -- The address of the Scudder Funds site is www.scudder.com.
The address for the AARP Class of shares is aarp.scudder.com. These sites offer
guidance on global investing and developing strategies to help meet financial
goals and provides access to the Scudder investor relations department via
e-mail. The sites also enable users to access or view Fund prospectuses and
profiles with links between summary information in Fund Summaries and details in
the Prospectus. Users can fill out new account forms on-line, order free
software, and request literature on Funds.
Account Access -- The Adviser is among the first mutual fund families to allow
shareholders to manage their fund accounts through the World Wide Web. Scudder
Fund shareholders can view a snapshot of current holdings, review account
activity and move assets between Scudder Fund accounts.
The Adviser's personal portfolio capabilities -- known as SEAS (Scudder
Electronic Account Services) -- are accessible only by current Scudder Fund
shareholders who have set up a Personal Page on Scudder's Web sites. Using a
secure Web browser, shareholders sign on to their account with their Social
Security number and their SAIL password. As an additional security measure,
users can change their current password or disable access to their portfolio
through the World Wide Web.
An Account Activity option reveals a financial history of transactions
for an account, with trade dates, type and amount of transaction, share price
and number of shares traded. For users who wish to trade shares between Scudder
Funds, the Fund Exchange option provides a step-by-step procedure to exchange
shares among existing fund accounts or to new Scudder Fund accounts.
The following information replaces the disclosure on page 33 regarding
"Dividends and Capital Gains Distribution Options":
Dividends and Capital Gains Distribution Options
Investors have freedom to choose whether to receive cash or to reinvest
any dividends from net investment income or distributions from realized capital
gains in additional shares of the Fund. A change of instructions for the method
of payment may be given to the Transfer Agent in writing at least five days
prior to a dividend record date. Shareholders may change their dividend option
by calling 1-800-225-5163 for S Class and 1-800-253-2277 for AARP Class or by
sending written instructions to the Transfer Agent. Please include your account
number with your written request.
Reinvestment is usually made at the closing net asset value of the
class determined on the business day following the record date. Investors may
leave standing instructions with the Transfer Agent designating their option for
either reinvestment or cash distribution of any income dividends or capital
gains distributions. If no election is made, dividends and distributions will be
invested in additional class shares of the Fund.
Investors may also have dividends and distributions automatically
deposited to their predesignated bank account through Scudder's Direct
Distributions Program. Shareholders who elect to participate in the Direct
Distributions Program, and whose predesignated checking account of record is
with a member bank of Automated Clearing House Network (ACH) can have income and
capital gain distributions automatically deposited to their personal bank
account usually within three business days after the Fund pays its distribution.
A Direct Distributions request form can be obtained by calling 1-800-225-5163
for S Class and 1-800-253-2277 for AARP Class. Confirmation Statements will be
mailed to shareholders as notification that distributions have been deposited.
Investors choosing to participate in Scudder's Automatic Withdrawal
Plan must reinvest any dividends or capital gains. For most retirement plan
accounts, the reinvestment of dividends and capital gains is also required.
<PAGE>
The following information replaces the information regarding "Automatic
Withdrawal Plan" on page 38:
Non-retirement plan shareholders may establish an Automatic Withdrawal
Plan to receive monthly, quarterly or periodic redemptions from his or her
account for any designated amount of $50 or more. Shareholders may designate
which day they want the automatic withdrawal to be processed. The check amounts
may be based on the redemption of a fixed dollar amount, fixed share amount,
percent of account value or declining balance. The Plan provides for income
dividends and capital gains distributions, if any, to be reinvested in
additional Shares. Shares are then liquidated as necessary to provide for
withdrawal payments. Since the withdrawals are in amounts selected by the
investor and have no relationship to yield or income, payments received cannot
be considered as yield or income on the investment and the resulting
liquidations may deplete or possibly extinguish the initial investment and any
reinvested dividends and capital gains distributions. Requests for increases in
withdrawal amounts or to change the payee must be submitted in writing, signed
exactly as the account is registered, and contain signature guarantee(s). Any
such requests must be received by the Fund's transfer agent ten days prior to
the date of the first automatic withdrawal. An Automatic Withdrawal Plan may be
terminated at any time by the shareholder, the Corporation or its agent on
written notice, and will be terminated when all Shares of the Fund under the
Plan have been liquidated or upon receipt by the Corporation of notice of death
of the shareholder.
An Automatic Withdrawal Plan request form can be obtained by calling
1-800-225-5163 for S Class and 1-800-253-2277 for AARP Class.
The following information replaces the information regarding "Automatic
Investment Plan" on page 39:
Shareholders may arrange to make periodic investments in S Class shares
through automatic deductions from checking accounts by completing the
appropriate form and providing the necessary documentation to establish this
service. The minimum investment is $50 for S Class shares.
Shareholders may arrange to make periodic investments in the AARP Class
of the Fund through automatic deductions from checking accounts. The minimum
pre-authorized investment amount is $500. New shareholders who open a Gift to
Minors Account pursuant to the Uniform Gift to Minors Act (UGMA) and the Uniform
Transfer to Minors Act (UTMA) and who sign up for the Automatic Investment Plan
will be able to open the Fund account for less than $500 if they agree to
increase their investment to $500 within a 10 month period. Investors may also
invest in any AARP Class for $500 if they establish a plan with a minimum
automatic investment of at least $100 per month. This feature is only available
to Gifts to Minors Account investors. The Automatic Investment Plan may be
discontinued at any time without prior notice to a shareholder if any debit from
their bank is not paid, or by written notice to the shareholder at least thirty
days prior to the next scheduled payment to the Automatic Investment Plan.
The Automatic Investment Plan involves an investment strategy called
dollar cost averaging. Dollar cost averaging is a method of investing whereby a
specific dollar amount is invested at regular intervals. By investing the same
dollar amount each period, when shares are priced low the investor will purchase
more shares than when the share price is higher. Over a period of time this
investment approach may allow the investor to reduce the average price of the
shares purchased. However, this investment approach does not assure a profit or
protect against loss. This type of regular investment program may be suitable
for various investment goals such as, but not limited to, college planning or
saving for a home.
The following replaces the first paragraph under "Fund Organization" on page 43:
The authorized capital stock of the Fund consists of 600,000,000 shares of a par
value of $.33 1/3 each - of which one hundred million (100,000,000) of such
shares are designated as "Class A" shares of Common Stock, fifty
<PAGE>
million (50,000,000) of such shares are designated as "Class B" shares of Common
Stock, fifty million (50,000,000) of such shares are designated as "Class C"
shares of Common Stock, one hundred million (100,000,000) of such shares are
designated as "AARP Shares" of Common Stock and three hundred million
(300,000,000) of such shares are designated as "Class S" shares of Common Stock.
All shares issued and outstanding are fully paid and non-assessable,
transferable, and redeemable at net asset value, subject to such changes as may
be applicable, at the option of the shareholder. Shares have no preemptive or
conversion rights.
<PAGE>
Part A of this Post-Effective Amendment No.18 to the Registration Statement is
incorporated by reference in its entirety to The Japan Fund Inc.'s
Post-Effective Amendment No. 17 on Form N-1A filed on May 1, 2000.
<PAGE>
Part B of this Post-Effective Amendment No.18 to the Registration Statement is
incorporated by reference in its entirety to The Japan Fund Inc.'s
Post-Effective Amendment No. 17 on Form N-1A filed on May 1, 2000.
<PAGE>
THE JAPAN FUND, INC.
PART C. OTHER INFORMATION
<TABLE>
<CAPTION>
Item 23. Exhibits
- -------- --------
<S> <C> <C> <C>
(a) (a)(1) Articles of Amendment and Restatement of the Articles of
Incorporation dated January 7, 1992 is incorporated by reference to
Post-Effective Amendment No. 11 to the Registration Statement.
(a)(2) Articles of Amendment dated December 23, 1997 is incorporated by
reference to Post-Effective Amendment No. 14 to the Registration
Statement.
(a)(3) Articles Supplementary, dated April 27, 2000, is filed herein.
(b) (b)(1) Registrant's By-Laws as amended through July 23, 1993 is
incorporated by reference to Post-Effective Amendment No. 15 to the
Registration Statement.
(b)(2) Amendment to Registrant's By-Laws dated July 22, 1995 is
incorporated by reference to Post-Effective Amendment No. 14 to the
Registration Statement.
(b)(3) Amendment to Registrant's By-Laws dated April 25, 1996 is
incorporated by reference to Post-Effective Amendment No. 10 to the
Registration Statement.
(b)(4) Amendment to Registrant's By-Laws dated October 25, 1996 is
incorporated by reference to Post-Effective Amendment No. 10 to the
Registration Statement.
(b)(5) Amendment to Registrant's By-Laws dated October 16, 1997 is
incorporated by reference to Post-Effective Amendment No. 14 to the
Registration Statement.
(b)(6) Amendment to Registrant's By-Laws dated August 14, 1998 is
incorporated by reference to Post-Effective Amendment No. 14 to the
Registration Statement.
(b)(7) Amendment to Registrant's By-Laws dated April 22, 1999 is
incorporated by reference to Post-Effective Amendment No. 15 to the
Registration Statement.
(c) Not Applicable.
(d) Investment Management Agreement between the Registrant and Scudder
Kemper Investments, Inc. dated September 7, 1998 is incorporated by
reference to Post-Effective Amendment No. 14 to the Registration
Statement.
(e) (e)(1) Underwriting Agreement between the Registrant and Scudder Investor
Services, Inc. dated September 7, 1998 is incorporated by reference
to Post-Effective Amendment No. 14 to the Registration Statement.
Part C - Page 1
<PAGE>
(e)(2) Amended Underwriting Agreement between the Registrant and Scudder
Investor Services, Inc., dated April 27, 2000, is filed herein.
(e)(3) Underwriting and Distribution Services Agreement between the
Registrant and Kemper Distributors, Inc., dated May 1, 2000, is
filed herein.
(f) Not Applicable.
(g) Custodian Agreement between the Registrant and Brown Brothers dated
April 21, 1995 is incorporated by reference to Post-Effective
Amendment No. 9 to the Registration Statement.
(h) (h)(1) Transfer Agency and Service Agreement and Fee Schedule between the
Registrant and Scudder Service Corporation dated May 1, 1990 is
incorporated by reference to Post-Effective Amendment No. 11 to the
Registration Statement.
(h)(2) Shareholder Service Agreement and Fee Schedule between the
Registrant and Scudder Service Corporation dated August 14, 1987 is
incorporated by reference to Post-Effective Amendment No. 11 to the
Registration Statement.
(h)(3) COMPASS and TRAK 2000 Service Agreement dated July 19, 1996 is
incorporated by reference to Post-Effective Amendment No. 10 to the
Registration Statement.
(h)(4) Administrative Services Agreement between the Registrant and Kemper
Distributors, Inc., dated May 1, 2000, is filed herein.
(h)(5) Agency Agreement between the Registrant and Kemper Service Company,
dated May 1, 2000, is filed herein.
(h)(6) Administrative Services Agreement between the Registrant and
Scudder Kemper Investments to be filed by amendment.
(i) Inapplicable.
(j) Inapplicable.
(k) Inapplicable.
(l) Inapplicable.
(m) (m)(1) Rule 12b-1 Plan for Class B Shares of The Japan Fund, Inc., dated
May 1, 2000, is filed herein.
(m)(2) Rule 12b-1 Plan for Class C Shares of The Japan Fund, Inc., dated
May 1, 2000, is filed herein.
(n) Mutual Funds Multi-Distribution System Plan Pursuant to Rule
18f-3 is filed herein.
(p) (p)(1) Scudder Kemper Investments, Inc. Code of Ethics is incorporated by
reference to Post-Effective Amendment No. 17 to the Registrant
Statement.
Part C - Page 2
<PAGE>
(p)(2) Code of Ethics for The Japan Fund, Inc. is filed herein.
</TABLE>
Item 24. Persons Controlled by or under Common Control with Registrant
- -------- -------------------------------------------------------------
None
Item 25. Indemnification
- -------- ---------------
A policy of insurance covering Scudder Kemper Investments,
Inc., its subsidiaries including Scudder Investor Services,
Inc., and all of the registered investment companies advised
by Scudder Kemper Investments, Inc. insures the Registrant's
Directors and officers and others against liability arising by
reason of an alleged breach of duty caused by any negligent,
error or accidental omission in the scope of their duties.
Article Eighth of Registrant's Articles of Amendment and
Restatement of the Articles of Incorporation dated January 7,
1992 provides as follows:
EIGHTH: (1) Each director and officer (and his heirs,
executors and administrators) shall be indemnified by the
Corporation against reasonable costs and expenses incurred by
him in connection with any action, suit or proceeding to which
he is made a party by reason of his being or having been a
director or officer of the Corporation, except in relation to
any action, suit or proceeding in which he has been adjudged
liable because of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the
conduct of his office. In the absence of an adjudication which
expressly absolves the director or officer of liability to the
Corporation or its stockholders for willful misfeasance, bad
faith, gross negligence or reckless disregard of the duties
involved in the conduct of his office, or in the event of a
settlement, each director and officer (and his heirs,
executors and administrators) shall be indemnified by the
Corporation against payment made, including reasonable costs
and expenses, provided that such indemnity shall be
conditioned upon receipt by the Corporation of a written
opinion of independent counsel selected by the Board of
Directors, or the adoption by a majority of the entire Board
(in which majority there shall not be included any director
who shall have or shall at any time have had any financial
interest adverse to the Corporation in such action, suit or
proceeding or the subject matter or outcome thereof) of a
resolution, to the effect that the director or officer has no
liability by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the
conduct of his office. Such a determination by independent
counsel or by the Board of Directors and the payment of
amounts by the Corporation on the basis thereof shall not
prevent a stockholder from challenging such indemnification by
appropriate legal proceeding on the grounds that the director
or officer was liable because of willful misfeasance, bad
faith, gross negligence or reckless disregard of the duties
involved in the conduct of his office. The foregoing rights
and indemnification shall not be exclusive of any other right
to which the officers and directors may be entitled according
to law.
(2) To the fullest extent permitted by Maryland
statutory or decisional law, as amended or interpreted, no
director or officer of this Corporation shall be personally
liable to the Corporation or its stockholders for money
damages. No amendment of the charter of the Corporation or
repeal of any of its provisions shall limit or eliminate the
benefits provided to directors and officers under this
provision with respect to any act or omission which occurred
prior to such amendment or repeal. This paragraph (2) shall
not protect any director or officer of the Corporation against
any liability to the Corporation or to its security holders to
which he would be otherwise subject by reason of willful
misfeasance, bad faith, gross negligence, or reckless
disregard of the duties involved in the conduct of his office.
Item 26. Business or Other Connections of Investment Adviser
- -------- ---------------------------------------------------
Part C - Page 3
<PAGE>
Scudder Kemper Investments, Inc. has stockholders and
employees who are denominated officers but do not as such have
corporation-wide responsibilities. Such persons are not
considered officers for the purpose of this Item 26.
<TABLE>
<CAPTION>
Business and Other Connections of Board
Name of Directors of Registrant's Adviser
---- ------------------------------------
<S> <C>
Stephen R. Beckwith Treasurer, Scudder Kemper Investments, Inc.**
Director, Kemper Service Company
Director, Vice President and Treasurer, Scudder Fund Accounting Corporation*
Director and Treasurer, Scudder Stevens & Clark Corporation**
Director and Chairman, Scudder Defined Contribution Services, Inc.**
Director and President, Scudder Capital Asset Corporation**
Director and President, Scudder Capital Stock Corporation**
Director and President, Scudder Capital Planning Corporation**
Director and President, SS&C Investment Corporation**
Director and President, SIS Investment Corporation**
Director and President, SRV Investment Corporation**
Director and Chairman, Scudder Threadneedle International Ltd.
Director, Scudder Kemper Holdings (UK) Ltd. oo
Director and President, Scudder Realty Holdings Corporation *
Director, Scudder, Stevens & Clark Overseas Corporation o
Director and Treasurer, Zurich Investment Management, Inc. +++ +++
Director and Treasurer, Zurich Kemper Investments, Inc.
Lynn S. Birdsong Director, Vice President and Chief Investment Officer, Scudder Kemper Investments,
Inc.**
Director and Chairman, ScudderInvestments (Luxembourg) S.A.#
Director, Scudder Investments (U.K.) Ltd. oo
Director and Chairman of the Board, Scudder Investments Asia, Ltd. ooo
Director and Chairman, Scudder Investments Japan, Inc. +++
Senior Vice President, Scudder Investor Services, Inc.
Director and Chairman, Scudder Trust (Cayman) Ltd. @@
Director, Scudder, Stevens & Clark Australia x
Director and Vice President, Zurich Investment Management, Inc. +++ +++
Director and President, Scudder, Stevens & Clark Corporation **
Director and President, Scudder , Stevens & Clark Overseas Corporation o
Director, Scudder Threadneedle International Ltd.
Director, Korea Bond Fund Management Co., Ltd. xx
William H. Bolinder Director, Scudder Kemper Investments, Inc.**
Member Group Executive Board, Zurich Financial Services, Inc. ##
Chairman, Zurich-American Insurance Company @@@
Nicholas Bratt Director, Scudder Kemper Investments, Inc.**
Vice President, Scudder, Stevens & Clark Corporation **
Vice President, Scudder, Stevens & Clark Overseas Corporation o
Laurence W. Cheng Director, Scudder Kemper Investments, Inc.**
Member, Corporate Executive Board, Zurich Insurance Company of Switzerland ##
Director, ZKI Holding Corporation +++ +++
Gunther Gose Director, Scudder Kemper Investments, Inc.**
CFO, Member Group Executive Board, Zurich Financial Services, Inc. ##
CEO/Branch Offices, Zurich Life Insurance Company ##
Rolf Huppi Director, Chairman of the Board, Scudder Kemper Investments, Inc.**
Member, Corporate Executive Board, Zurich Insurance Company of Switzerland ##
Director, Chairman of the Board, Zurich Holding Company of America @@@
Part C - Page 4
<PAGE>
Director, ZKI Holding Corporation +++ +++
Harold D. Kahn Chief Financial Officer, Scudder Kemper Investments, Inc.**
Kathryn L. Quirk Chief Legal Officer, Chief Compliance Officer and Secretary, Scudder Kemper
Investments, Inc.**
Director, Vice President, Chief Legal Officer and Secretary, Kemper Distributors, Inc.
Director and Secretary, Kemper Service Company
Director, Senior Vice President, Chief Legal Officer & Assistant Clerk, Scudder
Investor Services, Inc.
Director, Vice President & Secretary, Scudder Fund Accounting Corporation*
Director, Vice President & Secretary, Scudder Realty Holdings Corporation*
Director & Assistant Clerk, Scudder Service Corporation*
Director and Secretary, SFA, Inc.*
Vice President, Director & Assistant Secretary, Scudder Precious Metals, Inc.***
Director, Scudder, Stevens & Clark Japan, Inc. ###
Director, Vice President and Secretary, Scudder, Stevens & Clark of Canada, Ltd.***
Director, Vice President and Secretary, Scudder Canada Investor Services Limited***
Director, Vice President and Secretary, Scudder Realty Advisers, Inc. *
Director and Secretary, Scudder, Stevens & Clark Corporation**
Director and Secretary, Scudder, Stevens & Clark Overseas Corporation o
Director, Vice President and Secretary, Scudder Defined Contribution Services, Inc.**
Director, Vice President and Secretary, Scudder Capital Asset Corporation**
Director, Vice President and Secretary, Scudder Capital Stock Corporation**
Director, Vice President and Secretary, Scudder Capital Planning Corporation**
Director, Vice President and Secretary, SS&C Investment Corporation**
Director, Vice President and Secretary, SIS Investment Corporation**
Director, Vice President and Secretary, SRV Investment Corporation**
Director, Vice President, Chief Legal Officer and Secretary, Scudder Financial
Services, Inc.*
Director, Korea Bond Fund Management Co., Ltd. xx
Director, Scudder Threadneedle International Ltd.
Director, Chairman of the Board and Secretary, Scudder Investments Canada, Ltd.
Director, Scudder Investments Japan, Inc. +++
Director and Secretary, Scudder Kemper Holdings (UK) Ltd. oo
Director and Secretary, Zurich Investment Management, Inc. +++ +++
Edmond D. Villani Director, President and Chief Executive Officer, Scudder Kemper Investments, Inc.**
Director, Scudder, Stevens & Clark Japan, Inc. ###
President and Director, Scudder, Stevens & Clark Overseas Corporation o
President and Director, Scudder, Stevens & Clark Corporation**
Director, Scudder Realty Advisors, Inc. @
Director, IBJ Global Investment Management S.A. Luxembourg, Grand-Duchy of Luxembourg
Director, Scudder Threadneedle International Ltd.
Director, Scudder Investments Japan, Inc. +++
Director, Scudder Kemper Holdings (UK) Ltd. oo
President and Director, Zurich Investment Management, Inc. +++ +++
Director and Deputy Chairman, Scudder Investment Holdings Ltd.
</TABLE>
* Two International Place, Boston, MA
@ 333 South Hope Street, Los Angeles, CA
** 345 Park Avenue, New York, NY
# Societe Anonyme, 47, Boulevard Royal, L-2449 Luxembourg, R.C.
Luxembourg B 34.564
*** Toronto, Ontario, Canada
@@ Grand Cayman, Cayman Islands, British West Indies
o 20-5, Ichibancho, Chiyoda-ku, Tokyo, Japan
### 1-7, Kojimachi, Chiyoda-ku, Tokyo, Japan
+++ +++ 222 S. Riverside, Chicago, IL
Part C - Page 5
<PAGE>
@@@ Zurich Towers, 1400 American Ln., Schaumburg, IL
xx P.O. Box 309, Upland House, S. Church St., Grand Cayman,
British West Indies
## Mythenquai-2, P.O. Box CH-8022, Zurich, Switzerland
oo One South Place, 5th Floor, London EC2M 2ZS England
ooo One Exchange Square, 29th Floor, Hong Kong
+++ Kamiyachyo Mori Building, 12F1, 4-3-20, Toranomon, Minato-ku,
Tokyo 105-0001
x Level 3, Five Blue Street, North Sydney, NSW 2060
Item 27. Principal Underwriters.
- -------- -----------------------
(a)
Scudder Investor Services, Inc. acts as principal underwriter
of the Registrant's Class S shares and also acts as principal
underwriter for other funds managed by Scudder Kemper
Investments, Inc.
The Underwriters have employees who are denominated officers of an
operational area. Such persons do not have corporation-wide
responsibilities and are not considered officers for the purpose of
this Item 27.
<TABLE>
<CAPTION>
(1) (2) (3)
Scudder Investor Services, Inc.
Name and Principal Position and Offices with Positions and
Business Address Scudder Investor Services, Inc. Offices with Registrant
---------------- ------------------------------- -----------------------
<S> <C> <C> <C>
Lynn S. Birdsong Senior Vice President President
345 Park Avenue
New York, NY 10154
Mark S. Casady President and Assistant Treasurer None
Two International Place
Boston, MA 02110
Linda Coughlin Director and Senior Vice President None
Two International Place
Boston, MA 02110
Richard W. Desmond Vice President None
345 Park Avenue
New York, NY 10154
Paul J. Elmlinger Senior Vice President and Assistant None
345 Park Avenue Clerk
New York, NY 10154
Philip S. Fortuna Vice President None
101 California Street
San Francisco, CA 94111
Part C - Page 6
<PAGE>
Scudder Investor Services, Inc.
Name and Principal Position and Offices with Positions and
Business Address Scudder Investor Services, Inc. Offices with Registrant
---------------- ------------------------------- -----------------------
William F. Glavin Vice President None
Two International Place
Boston, MA 02110
Margaret D. Hadzima Assistant Treasurer None
Two International Place
Boston, MA 02110
John R. Hebble Assistant Treasurer Treasurer
Two International Place
Boston, MA 02110
James J. McGovern Chief Financial Officer and Treasurer None
345 Park Avenue
New York, NY 10154
Lorie C. O'Malley Vice President None
Two International Place
Boston, MA 02110
Caroline Pearson Clerk Assistant Secretary
Two International Place
Boston, MA 02110
Kathryn L. Quirk Director, Senior Vice President, Chief Vice President and
345 Park Avenue Legal Officer and Assistant Clerk Secretary
New York, NY 10154
Robert A. Rudell Director and Vice President None
Two International Place
Boston, MA 02110
William M. Thomas Vice President None
Two International Place
Boston, MA 02110
Benjamin Thorndike Vice President None
Two International Place
Boston, MA 02110
Linda J. Wondrack Vice President and Chief Compliance None
Two International Place Officer
Boston, MA 02110
</TABLE>
(c)
<TABLE>
<CAPTION>
(1) (2) (3) (4) (5)
Net Underwriting Compensation on
Name of Principal Discounts and Redemptions Brokerage Other
Underwriter Commissions And Repurchases Commissions Compensation
----------- ----------- --------------- ----------- ------------
<S> <C> <C> <C> <C> <C>
Scudder Investor None None None None
Services, Inc.
</TABLE>
Part C - Page 7
<PAGE>
(b)
Kemper Distributors, Inc. acts as principal underwriter of the
Registrant's Class A, B, and C shares and also acts as principal
underwriter for other funds managed by Scudder Kemper Investments, Inc.
Information on the officers and directors of Kemper Distributors, Inc.,
principal underwriter for the Registrant is set forth below. The
principal business address is 222 South Riverside Plaza, Chicago,
Illinois 60606.
<TABLE>
<CAPTION>
(1) (2) (3)
Positions and Offices with Positions and
Name Kemper Distributors, Inc. Offices with Registrant
---- ------------------------- -----------------------
<S> <C> <C> <C>
James L. Greenawalt President None
Linda C. Coughlin Director and Vice Chairman None
Kathryn L. Quirk Director, Secretary, Chief Legal Vice President and Secretary
Officer and Vice President
James J. McGovern Chief Financial Officer and Treasurer None
Linda J. Wondrack Vice President and Chief Compliance None
Officer
Paula Gaccione Vice President None
Michael E. Harrington Managing Director None
Robert A. Rudell Vice President None
William M. Thomas Managing Director None
Todd N. Gierke Assistant Treasurer None
Philip J. Collora Assistant Secretary None
Paul J. Elmlinger Assistant Secretary None
Diane E. Ratekin Assistant Secretary None
Mark S. Casady Director and Chairman None
Herbert A. Christiansen Vice President None
Robert Froelich Managing Director None
C. Perry Moore Senior Vice President and Managing None
Director
Lorie O'Malley Managing Director None
William F. Glavin Managing Director None
Gary N. Kocher Managing Director None
Howard S. Schneider Managing Director None
Part C - Page 8
<PAGE>
Positions and Offices with Positions and
Name Kemper Distributors, Inc. Offices with Registrant
---- ------------------------- -----------------------
Thomas V. Bruns Managing Director None
Johnston Allan Norris Managing Director and Senior Vice None
President
John H. Robinson, Jr. Managing Director and Senior Vice None
President
George A. Antonak Senior Vice President None
</TABLE>
Item 28. Location of Accounts and Records
- -------- --------------------------------
Certain accounts, books and other documents required to be
maintained by Section 31(a) of the 1940 Act and the Rules
promulgated thereunder are maintained by the Registrant at its
offices, 345 Park Avenue, New York, NY 10154 with the
exception of the accounts, books and other documents relating
to the duties of the registrant's custodian, which are
maintained by the registrant's custodian, Brown Brothers
Harriman & Co., 40 Water Street, Boston, Massachusetts 02109.
Records relating to the duties of the Registrant's transfer
agent are maintained by Scudder Service Corporation, Two
International Place, Boston, Massachusetts 02110-4103.
Item 29. Management Services
- -------- -------------------
Inapplicable.
Item 30. Undertakings
- -------- ------------
Inapplicable.
Part C - Page 9
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of this amendment to its Registration
Statement pursuant to Rule 485(a) under the Securities Act of 1933 and has duly
caused this amendment to its Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of New York, and the
State of New York, on the 8th day of May, 2000.
THE JAPAN FUND, INC.
By /s/ Lynn Birdsong
-------------------------
Lynn Birdsong
President
Pursuant to the requirements of the Securities Act of 1933, this
amendment to its Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/s/ William L. Givens
- -------------------------------------
William L. Givens* Chairman of the Board and Director May 8, 2000
/s/ Lynn Birdsong
- -------------------------------------
Lynn Birdsong Director and President (Principal May 8, 2000
Executive Officer)
/s/ Gina Provenzano
- -------------------------------------
Gina Provenzano Treasurer (Principal Financial and May 8, 2000
Accounting Officer) and Vice President
/s/ Thomas M. Hout
- -------------------------------------
Thomas M. Hout Director May 8, 2000
/s/ John F. Loughran
- -------------------------------------
John F. Loughran Director May 8, 2000
/s/ Yoshihiko Miyauchi
- -------------------------------------
Yoshihiko Miyauchi Director May 8, 2000
/s/ William V. Rapp
- -------------------------------------
William V. Rapp* Director May 8, 2000
<PAGE>
/s/ Takeo Shiina
- -------------------------------------
Takeo Shiina Director May 8, 2000
/s/ Hiroshi Yamanaka
- -------------------------------------
Hiroshi Yamanaka* Director May 8, 2000
</TABLE>
*By: /s/ Kathryn L. Quirk
--------------------------------------------
Kathryn L. Quirk
Attorney-in-fact for Mr. Givens,
Ms. Provenzano, and Mr. Rapp
pursuant to powers of attorney contained
in the signature pages of Post-
Effective Amendment No. 9
to the Registration Statement.
2
<PAGE>
File No. 33-13863
File No. 811-1090
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
EXHIBITS
TO
FORM N-1A
POST-EFFECTIVE AMENDMENT NO. 18
TO REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AND
AMENDMENT NO. 29
TO REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940
THE JAPAN FUND, INC.
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THE JAPAN FUND
EXHIBIT INDEX
Exhibit (a)(3)
Exhibit (e)(2)
Exhibit (e)(3)
Exhibit (h)(4)
Exhibit (h)(5)
Exhibit (m)(1)
Exhibit (m)(2)
Exhibit (n)
Exhibit (p)(2)
Exhibit (a)(3)
THE JAPAN FUND, INC.
ARTICLES SUPPLEMENTARY
The Japan Fund, Inc., a Maryland corporation (which is hereinafter
called the "Corporation), hereby certifies to the State Department of
Assessments and Taxation of Maryland that:
FIRST: Pursuant to the authority expressly vested in the Board of
Directors of the Corporation by Article FIFTH of the Charter of the Corporation,
the Board of Directors (i) has duly designated and classified three hundred
million (300,000,000) shares of the authorized but unissued shares of the
Corporation's capital stock into four separate classes of shares, with one
hundred million (100,000,000) of such shares being designated and classified as
"Class A" shares, fifty million (50,000,000) of such shares being designated and
classified as "Class B" shares, fifty million (50,000,000) of such shares being
designated and classified as "Class C" shares, and one hundred million
(100,000,000) of such shares being designated and classified as "AARP Shares;"
and (ii) has duly designated the three hundred million (300,000,000) shares of
issued and unissued authorized shares of the Corporation's capital stock not
designated and classified pursuant to (i) above as the "Class S" shares of the
Corporation's capital stock.
(a) Immediately prior to the filing of these Articles Supplementary,
the Corporation had the authority to issue six hundred million (600,000,000)
shares of capital stock, $0.33-1/3 par value per share, all of which were
designated as Common Stock.
(b) Immediately after the filing of these Articles Supplementary, the
Corporation will have the authority to issue six hundred million (600,000,000)
shares of capital stock, $0.33-1/3 par value per share, of which one hundred
million (100,000,000) of such shares will be designated as "Class A" shares of
Common Stock, fifty million (50,000,000) of such shares will be designated as
"Class B" shares of Common Stock, fifty million (50,000,000) of such shares will
be designated as "Class C" shares of Common Stock, one hundred million
(100,000,000) of such shares will be designated as "AARP Shares" of Common Stock
and three hundred million (300,000,000) of such shares will be designated as
"Class S" shares of Common Stock.
SECOND: A description of the "Class A" shares, "Class B" shares, "Class
C" shares and "AARP Shares," including the preferences, conversion or other
rights, voting powers, restrictions, limitations as to dividends, qualifications
and the terms or conditions of redemption of such shares, as set by the Board of
Directors of the Corporation, is as follows:
(a) Except as provided in the Charter of the Corporation and except as
described in (b) and (c) below, the "Class A" shares, "Class B" shares, "Class
C" shares and "AARP Shares" each shall be identical in all respects, and shall
have the same preferences, conversion and other rights, voting powers,
restrictions, limitations as to dividends, qualifications and terms and
conditions of redemption as the "Class S" shares of the Corporation's Common
Stock.
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(b) The "Class A" shares, "Class B" shares, "Class C" shares and "AARP
Shares" of the Corporation's Common Stock may be issued and sold subject to such
sales loads or charges, whether initial, deferred or contingent, or any
combination thereof, and to such expenses and fees (including, without
limitation, distribution expenses under a Rule 12b-1 plan, administrative
expenses under an administrative or service agreement, plan or other
arrangement, and other administrative, record keeping, redemption, service or
other fees, however designated), and to such account size requirements, which
may be different from one another, as well as different from the sale loads,
charges, expenses, fees or account size requirements of the "Class S" shares of
the Corporation's Common Stock, all as the Board of Directors may from time to
time establish in accordance with the Investment Company Act of 1940, as
amended, and other applicable law.
(c) The "Class B" shares of the Corporation's Common Stock shall be
convertible into "Class A" shares of the Corporation's Common Stock on such
terms and subject to such provisions as the Board of Directors may from time to
time establish in accordance with the Investment Company Act of 1940, as
amended, and other applicable law.
THIRD: Except as otherwise provided by the express provisions of these
Articles Supplementary, nothing herein shall limit, by inference or otherwise,
the discretionary right of the Board of Directors of the Corporation to classify
and reclassify and issue any unissued shares of any class of the Corporation's
capital stock and to fix or alter all terms thereof to the full extent provided
by the Charter of the Corporation.
FOURTH: The Board of Directors of the Corporation, at a meeting duly
called and held, duly authorized and adopted resolutions designating,
redesignating and classifying the capital stock of the corporation as set forth
in these Articles Supplementary.
IN WITNESS WHEREOF, The Japan Fund, Inc. has caused these Articles
Supplementary to be signed and acknowledged in its name and on its behalf by its
President and attested to by its Assistant Secretary on this 27th day of April,
2000; and its President acknowledges that these Articles Supplementary are the
act of The Japan Fund, Inc., and he further acknowledges that, as to all matters
or facts set forth herein which are required to be verified under oath, such
matters and facts are true in all material respects to the best of his
knowledge, information and belief, and that this statement is made under the
penalties for perjury.
ATTEST: THE JAPAN FUND, INC.
/s/Maureen E. Kane /s/Lynn S. Birdsong
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Maureen E. Kane Lynn S. Birdsong
Assistant Secretary President
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Exhibit (e)(2)
THE JAPAN FUND, INC.
345 Park Avenue
New York, New York 10154
April 27, 2000
Scudder Investor Services, Inc.
Two International Place
Boston, Massachusetts 02110
Underwriting Agreement
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Dear Ladies and Gentlemen:
The Japan Fund, Inc. (hereinafter called the "Fund") is a corporation
organized under the laws of Maryland and is engaged in the business of an
investment company. The authorized capital of the Fund consists of shares of
capital stock, with a par value of $0.33 1/3 per share ("Shares"). The Fund has
selected you to act as principal underwriter (as such term is defined in Section
2(a)(29) of the Investment Company Act of 1940, as amended (the "1940 Act")) of
the Shares and you are willing to act as such principal underwriter and to
perform the duties and functions of underwriter in the manner and on the terms
and conditions hereinafter set forth. Accordingly, the Fund hereby agrees with
you as follows:
1. Delivery of Documents. The Fund has furnished you with copies
properly certified or authenticated of each of the following:
(a) Articles of Amendment and Restatement of the Fund, dated
January 10, 1992, as amended to date.
(b) By-Laws of the Fund as in effect on the date hereof.
(c) Resolutions of the Board of Directors of the Fund selecting
you as principal underwriter and approving this form of
Agreement.
The Fund will furnish you from time to time with copies, properly
certified or authenticated, of all amendments of or supplements to the
foregoing, if any.
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The Fund will furnish you promptly with properly certified or
authenticated copies of any registration statement filed by it with the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
(the "1933 Act") or the 1940 Act, together with any financial statements and
exhibits included therein, and all amendments or supplements thereto hereafter
filed.
2. Registration and Sale of Additional Shares. The Fund will from time
to time use its best efforts to register under the 1933 Act such number of
Shares not already so registered as you may reasonably be expected to sell on
behalf of the Fund. You and the Fund will cooperate in taking such action as may
be necessary from time to time to comply with requirements applicable to the
sale of Shares by you or the Fund in any states mutually agreeable to you and
the Fund, and to maintain such compliance. This Agreement relates to the issue
and sale of Shares that are duly authorized and registered under the 1933 Act
and available for sale by the Fund, including redeemed or repurchased Shares if
and to the extent that they may be legally sold and if, but only if, the Fund
sees fit to sell them.
3. Sale of Shares. Subject to the provisions of paragraphs 5 and 7
hereof and to such minimum purchase requirements as may from time to time be
currently indicated in the Fund's prospectus or statement of additional
information, you are authorized to sell as agent on behalf of the Fund Shares
authorized for issue and registered under the 1933 Act. You may also purchase as
principal Shares for resale to the public. Such sales will be made by you on
behalf of the Fund by accepting unconditional orders to purchase Shares placed
with you by investors and such purchases will be made by you only after
acceptance by you of such orders. The sales price to the public of Shares shall
be the public offering price as defined in paragraph 6 hereof. The Fund
acknowledges that you may appoint financial service firms ("Firms") as its
agents to provide distribution services hereunder to investors. The Firms shall
provide such office space and equipment, telephone facilities, personnel,
advertising and promotion as is necessary or beneficial for providing
information and distribution services to existing and potential clients of the
Firms. Such Firms shall at all times be deemed to be retained by you and not the
Fund. You
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will require each Firm to conform to the provisions hereof and the Registration
Statement at the time in effect with respect to the net asset value of the
Fund's shares.
4. Solicitation of Orders. You will use your best efforts (but only in
states in which you may lawfully do so) to obtain from investors unconditional
orders for Shares authorized for issue by the Funds and registered under the
1933 Act, provided that you may in your discretion refuse to accept orders for
Shares from any particular applicant.
5. Sale of Shares by the Fund. Unless you are otherwise notified by the
Fund, any right granted to you to accept orders for Shares or to make sales on
behalf of the Fund or to purchase Shares for resale will not apply to (i) Shares
issued in connection with the merger or consolidation of any other investment
company with the Fund or its acquisition, by purchase or otherwise, of all or
substantially all of the assets of any investment company or substantially all
the outstanding shares of any such company, and (ii) to Shares that may be
offered by the Fund to shareholders of the Fund by virtue of their being such
shareholders.
6. Public Offering Price. All Shares sold to investors by you will be
sold at the public offering price. The public offering price for all accepted
subscriptions will be the net asset value per Share, determined, in the manner
provided in the Fund's registration statements as from time to time in effect
under the 1933 Act and the 1940 Act, next after the order is accepted by you.
7. Suspension of Sales. If and whenever the determination of net asset
value is suspended and until such suspension is terminated, no further orders
for Shares shall be accepted by you except unconditional orders placed with you
before you had knowledge of the suspension. In addition, the Fund reserves the
right to suspend sales and your authority to accept orders for Shares on behalf
of the Fund if, in the judgment of a majority of the Board of Directors or a
majority of the Executive Committee of such Board, if such body exists, it is in
the best interests of the Fund to do so, such suspension to continue for such
period as may be determined by such majority; and in that event, no Shares will
be sold by you on behalf of the Fund while
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such suspension remains in effect except for Shares necessary to cover
unconditional orders accepted by you before you had knowledge of the suspension.
8. Portfolio Securities. Portfolio securities of the Fund may be bought
or sold by or through you and you may participate directly or indirectly in
brokerage commissions or "spread" in respect of transactions in portfolio
securities of the Fund; provided, however, that all sums of money received by
you as a result of such purchases and sales or as a result of such participation
must, after reimbursement of your actual expenses in connection with such
activity, be paid over by you to or for the benefit of the Fund.
9. Expenses. (a) The Fund will pay (or will enter into arrangements
providing that others than you will pay) all fees and expenses:
(1) in connection with the preparation, setting in type and filing
of any registration statement (including a prospectus and
statement of additional information) under the 1933 Act or the
1940 Act, or both, and any amendments or supplements thereto
that may be made from time to time;
(2) in connection with the registration and qualification of
Shares for sale, or compliance with other conditions
applicable to the sale of Shares in the various jurisdictions
in which the Fund shall determine it advisable to sell such
Shares (including registering the Fund as a broker or dealer
or any officer of the Fund or other person as agent or
salesman of the Fund in any such jurisdictions);
(3) of preparing, setting in type, printing and mailing any
notice, proxy statement, report, prospectus or other
communication to shareholders of the Fund in their capacity as
such;
(4) of preparing, setting in type, printing and mailing
prospectuses annually, and any supplements thereto, to
existing shareholders;
(5) in connection with the issue and transfer of Shares resulting
from the acceptance by you of orders to purchase Shares placed
with you by investors, including the expenses of printing and
mailing confirmations of such purchase orders and the
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expenses of printing and mailing a prospectus included with
the confirmation of such orders;
(6) of any issue taxes or any initial transfer taxes;
(7) of WATS (or equivalent) telephone lines other than the portion
allocated to you in this paragraph 9;
(8) of wiring funds in payment of Share purchases or in
satisfaction of redemption or repurchase requests, unless such
expenses are paid for by the investor or shareholder who
initiates the transaction;
(9) of the cost of printing and postage of business reply
envelopes sent to Fund shareholders;
(10) of one or more CRT terminals connected with the computer
facilities of the transfer agent other than the portion
allocated to you in this paragraph 9;
(11) permitted to be paid or assumed by the Fund pursuant to a plan
("12b-1 Plan"), if any, adopted by the Fund in conformity with
the requirements of Rule 12b-1 under the 1940 Act ("Rule
12b-1") or any successor rule, notwithstanding any other
provision to the contrary herein;
(12) of the expense of setting in type, printing and postage of the
periodic newsletter to shareholders other than the portion
allocated to you in this paragraph 9; and
(13) of the salaries and overhead of persons employed by you as
shareholder representatives other than the portion allocated
to you in this paragraph 9.
b) You shall pay or arrange for the payment of all fees and expenses:
(1) of printing and distributing any prospectuses or reports
prepared for your use in connection with the offering of
Shares to the public;
(2) of preparing, setting in type, printing and mailing any other
literature used by you in connection with the offering of
Shares to the public;
(3) of advertising in connection with the offering of Shares to
the public;
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(4) incurred in connection with your registration as a broker or
dealer or the registration or qualification of your officers,
directors, agents or representatives under Federal and state
laws;
(5) of that portion of WATS (or equivalent) telephone lines,
allocated to you on the basis of use by investors (but not
shareholders) who request information or prospectuses;
(6) of that portion of the expenses of setting in type, printing
and postage of the periodic newsletter to shareholders
attributable to promotional material included in such
newsletter at your request concerning investment companies
other than the Fund or concerning the Fund to the extent you
are required to assume the expense thereof pursuant to
paragraph 9(b)(8), except such material which is limited to
information, such as listings of other investment companies
and their investment objectives, given in connection with the
exchange privilege as from time to time described in the
Fund's prospectus;
(7) of that portion of the salaries and overhead of persons
employed by you as shareholder representatives attributable to
the time spent by such persons in responding to requests from
prospective investors and shareholders for information about
the Fund;
(8) of any activity which is primarily intended to result in the
sale of Shares, unless a 12b-1 Plan shall be in effect which
provides that the Fund shall bear some or all of such
expenses, in which case the Fund shall bear such expenses in
accordance with such Plan; and
(9) of that portion of one or more CRT terminals connected with
the computer facilities of the transfer agent attributable to
your use of such terminal(s) to gain access to such of the
transfer agent's records as also serve as your records.
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Expenses which are to be allocated between you and the Fund shall be
allocated pursuant to reasonable procedures or formulae mutually agreed upon
from time to time, which procedures or formulae shall to the extent practicable
reflect studies of relevant empirical data.
10. Conformity with Law. You agree that in selling Shares you will duly
conform in all respects with the laws of the United States and any state in
which Shares may be offered for sale by you pursuant to this Agreement and to
the rules and regulations of the National Association of Securities Dealers,
Inc., of which you are a member.
11. Independent Contractor. You shall be an independent contractor and
neither you nor any of your officers or employees is or shall be an employee of
the Fund in the performance of your duties hereunder. You shall be responsible
for your own conduct and the employment, control and conduct of your agents and
employees and for injury to such agents or employees or to others through your
agents or employees. You assume full responsibility for your agents and
employees under applicable statutes and agree to pay all employee taxes
thereunder.
12. Indemnification. You agree to indemnify and hold harmless the Fund
and each of its Director and officers and each person, if any, who controls the
Fund within the meaning of Section 15 of the 1933 Act, against any and all
losses, claims, damages, liabilities or litigation (including legal and other
expenses) to which the Fund or such Directors, officers, or controlling person
may become subject under such Act, under any other statute, at common law or
otherwise, arising out of the acquisition of any Shares by any person which (i)
may be based upon any wrongful act by you or any of your employees,
representatives or agents, or (ii) may be based upon any untrue statement or
alleged untrue statement of a material fact contained in a registration
statement (including a prospectus or statement of additional information)
covering Shares or any amendment thereof or supplement thereto or the omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statement therein not misleading if such
statement or omission was made in reliance upon information furnished to the
Fund by you, or (iii) may be incurred or arise by reason of your acting as the
Fund's agent instead of purchasing and reselling Shares as principal in
distributing the Shares to
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the public, provided, however, that in no case (i) is your indemnity in favor of
a Director or officer or any other person deemed to protect such Director or
officer or other person against any liability to which any such person would
otherwise be subject by reason of willful misfeasance, bad faith, or gross
negligence in the performance of his duties or by reason of his reckless
disregard of obligations and duties under this Agreement or (ii) are you to be
liable under your indemnity agreement contained in this paragraph with respect
to any claim made against the Fund or any person indemnified unless the Fund or
such person, as the case may be, shall have notified you in writing within a
reasonable time after the summons or other first legal process giving
information of the nature of the claims shall have been served upon the Fund or
upon such person (or after the Fund or such person shall have received notice of
such service on any designated agent), but failure to notify you of any such
claim shall not relieve you from any liability which you may have to the Fund or
any person against whom such action is brought otherwise than on account of your
indemnity agreement contained in this paragraph. You shall be entitled to
participate, at your own expense, in the defense, or, if you so elect, to assume
the defense of any suit brought to enforce any such liability, but if you elect
to assume the defense, such defense shall be conducted by counsel chosen by you
and satisfactory to the Fund, to its officers and Directors, or to any
controlling person or persons, defendant or defendants in the suit. In the event
that you elect to assume the defense of any such suit and retain such counsel,
the Fund, such officers and Directors or controlling person or persons,
defendant or defendants in the suit shall bear the fees and expenses of any
additional counsel retained by them, but, in case you do not elect to assume the
defense of any such suit, you will reimburse the Fund, such officers and
Directors or controlling person or persons, defendant or defendants in such suit
for the reasonable fees and expenses of any counsel retained by them. You agree
promptly to notify the Fund of the commencement of any litigation or proceedings
against it in connection with the issue and sale of any Shares.
The Fund agrees to indemnify and hold harmless you and each of your
directors and officers and each person, if any, who controls you within the
meaning of Section 15 of the 1933
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Act, against any and all losses, claims, damages, liabilities or litigation
(including legal and other expenses) to which you or such directors, officers or
controlling person may become subject under such Act, under any other statute,
at common law or otherwise, arising out of the acquisition of any Shares by any
person which (i) may be based upon any wrongful act by the Fund or any of its
employees or representatives, or (ii) may be based upon any untrue statement or
alleged untrue statement of a material fact contained in a registration
statement (including a prospectus or statement of additional information)
covering Shares or any amendment thereof or supplement thereto or the omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading if such
statement or omission was made in reliance upon information furnished to you by
the Fund; provided, however, that in no case (i) is the Fund's indemnity in
favor of you, a director or officer or any other person deemed to protect you,
such director or officer or other person against any liability to which any such
person would otherwise be subject by reason of willful misfeasance, bad faith,
or gross negligence in the performance of his duties or by reason of his
reckless disregard of obligations and duties under this Agreement or (ii) is the
Fund to be liable under its indemnity agreement contained in this paragraph with
respect to any claims made against you or any such director, officer or
controlling person unless you or such director, officer or controlling person,
as the case may be, shall have notified the Fund in writing within a reasonable
time after the summons or other first legal process giving information of the
nature of the claim shall have been served upon you or upon such director,
officer or controlling person (or after you or such director, officer or
controlling person shall have received notice of such service on any designated
agent), but failure to notify the Fund of any such claim shall not relieve it
from any liability which it may have to the person against whom such action is
brought otherwise than on account of its indemnity agreement contained in this
paragraph. The Fund will be entitled to participate at its own expense in the
defense, or, if it so elects, to assume the defense of any suit brought to
enforce any such liability, but if the Fund elects to assume the defense, such
defense shall be conducted by counsel chosen by it and satisfactory to you, your
directors, officers, or
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controlling person or persons, defendant or defendants in the suit. In the event
that the Fund elects to assume the defense of any such suit and retain such
counsel, you, your directors, officers or controlling person or persons,
defendant or defendants in the suit, shall bear the fees and expenses of any
additional counsel retained by them, but, in case the Fund does not elect to
assume the defense of any such suit, it will reimburse you or such directors,
officers or controlling person or persons, defendant or defendants in the suit,
for the reasonable fees and expenses of any counsel retained by them. The Fund
agrees promptly to notify you of the commencement of any litigation or
proceedings against it or any of its officers or Directors in connection with
the issuance or sale of any Shares.
13. Authorized Representations. The Fund is not authorized to give any
information or to make any representations on behalf of you other than the
information and representations contained in a registration statement (including
a prospectus or statement of additional information) covering Shares, as such
registration statement and prospectus may be amended or supplemented from time
to time.
You are not authorized to give any information or to make any
representations on behalf of the Fund or in connection with the sale of Shares
other than the information and representations contained in a registration
statement (including a prospectus or statement of additional information)
covering Shares, as such registration statement may be amended or supplemented
from time to time. No person other than you is authorized to act as principal
underwriter (as such term is defined in the 1940 Act) for the Fund.
14. Duration and Termination of this Agreement. This Agreement shall
become effective upon the date first written above and will remain in effect
until October 31, 2000 and from year to year thereafter, but only so long as
such continuance is specifically approved at least annually by the vote of a
majority of the Directors who are not interested persons of you or of the Fund,
cast in person at a meeting called for the purpose of voting on such approval,
and by vote of the Board of Directors or of a majority of the outstanding voting
securities of the Fund. This Agreement may, on 60 days' written notice, be
terminated at any time without the payment of
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any penalty, by the Board of Directors of the Fund, by a vote of a majority of
the outstanding voting securities of the Fund, or by you. This Agreement will
automatically terminate in the event of its assignment. In interpreting the
provisions of this paragraph 14, the definitions contained in Section 2(a) of
the 1940 Act (particularly the definitions of "interested person", "assignment"
and "majority of the outstanding voting securities"), as modified by any
applicable order of the Securities and Exchange Commission, shall be applied.
15. Amendment of this Agreement. No provisions of this Agreement may be
changed, waived, discharged or terminated orally, but only by an instrument in
writing signed by the party against which enforcement of the change, waiver,
discharge or termination is sought. If the Fund should at any time deem it
necessary or advisable in the best interests of the Fund that any amendment of
this Agreement be made in order to comply with the recommendations or
requirements of the Securities and Exchange Commission or other governmental
authority or to obtain any advantage under state or federal tax laws and should
notify you of the form of such amendment, and the reasons therefor, and if you
should decline to assent to such amendment, the Fund may terminate this
Agreement forthwith. If you should at any time request that a change be made in
the Fund's Articles of Incorporation or By-laws or in its methods of doing
business, in order to comply with any requirements of federal law or regulations
of the Securities and Exchange Commission or of a national securities
association of which you are or may be a member relating to the sale of shares
of the Fund, and the Fund should not make such necessary change within a
reasonable time, you may terminate this Agreement forthwith.
16. Termination of Prior Agreements. This Agreement upon its
effectiveness terminates and supersedes all prior underwriting contracts between
the parties.
17. Miscellaneous. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. This
Agreement may be executed simultaneously in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
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If you are in agreement with the foregoing, please sign the form of
acceptance on the accompanying counterpart of this letter and return such
counterpart to the Fund, whereupon this letter shall become a binding contract.
Very truly yours,
THE JAPAN FUND, INC.
By: /s/Lynn S. Birdsong
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Lynn S. Birdsong
President
The foregoing agreement is hereby accepted
as of the date hereof.
SCUDDER INVESTOR SERVICES, INC.
By: /s/William F. Glavin
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William F. Glavin
Vice President
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Exhibit (e)(3)
UNDERWRITING AND DISTRIBUTION SERVICES AGREEMENT
AGREEMENT made this 1st day of May, 2000, between THE JAPAN FUND, INC., a
Maryland Corporation (the "Fund"), and KEMPER DISTRIBUTORS, INC., a Delaware
corporation ("KDI").
In consideration of the mutual covenants hereinafter contained, it is hereby
agreed by and between the parties hereto as follows:
1. The Fund hereby appoints KDI to act as principal underwriter of Class A,
Class B and Class C shares of beneficial interest (hereinafter called "shares")
of the Fund in jurisdictions wherein shares of the Fund may legally be offered
for sale; provided, however, that the Fund in its absolute discretion may (a)
issue or sell shares directly to holders of shares of the Fund upon such terms
and conditions and for such consideration, if any, as it may determine, whether
in connection with the distribution of subscription or purchase rights, the
payment or reinvestment of dividends or distributions, or otherwise; (b) issue
or sell shares at net asset value to the shareholders of any other investment
company, for which KDI shall act as exclusive distributor, who wish to exchange
all or a portion of their investment in shares of such other investment company
for shares of the Fund; or (c) issue shares in connection with the merger or
consolidation of any other investment company with the Fund or the Fund's
acquisition, by purchase or otherwise, of all or substantially all of the assets
of any other investment company or all or substantially all of the outstanding
shares of any such company. KDI shall appoint various financial service firms
("Firms") to provide distribution services to investors. The Firms shall provide
such office space and equipment, telephone facilities, personnel, literature
distribution, advertising and promotion as is necessary or beneficial for
providing information and distribution services to existing and potential
clients of the Firms. KDI may also provide some of the above services for the
Fund.
KDI accepts such appointment as principal underwriter and agrees to render such
services and to assume the obligations herein set forth for the compensation
herein provided. KDI shall for all purposes herein provided be deemed to be an
independent contractor and, unless expressly provided herein or otherwise
authorized, shall have no authority to act for or represent the Fund in any way.
KDI, by separate agreement with the Fund, may also serve the Fund in other
capacities. The services of KDI to the Fund under this Agreement are not to be
deemed exclusive, and KDI shall be free to render similar services or other
services to others so long as its services hereunder are not impaired thereby.
In carrying out its duties and responsibilities hereunder, KDI will, pursuant to
separate written contracts, appoint various Firms to provide advertising,
promotion and other distribution services contemplated hereunder directly to or
for the benefit of existing and potential shareholders who may be clients of
such Firms. Such Firms shall at all times be deemed to be independent
contractors retained by KDI and not the Fund.
KDI shall use its best efforts with reasonable promptness to sell such part of
the authorized shares of the Fund remaining unissued as from time to time shall
be effectively registered under
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the Securities Act of 1933 ("Securities Act"), at prices determined as
hereinafter provided and on terms hereinafter set forth, all subject to
applicable federal and state laws and regulations and to the Fund's
organizational documents, provided, however, that KDI may in its discretion
refuse to accept orders for shares from any particular applicant.
2. KDI shall sell shares of the Fund to or through qualified Firms in such
manner, not inconsistent with the provisions hereof and the Fund's currently
effective registration statement, including the prospectus and statement of
additional information and any supplements or amendments thereto ("Registration
Statement"), as KDI may determine from time to time, provided that no Firm or
other person shall be appointed or authorized to act as agent of the Fund
without prior consent of the Fund. In addition to sales made by it as agent of
the Fund, KDI may, in its discretion, also sell shares of the Fund as principal
to persons with whom it does not have selling group agreements.
Shares of any class of any series of the Fund offered for sale or sold by KDI
shall be so offered or sold at a price per share determined in accordance with
the Registration Statement. The price the Fund shall receive for all shares
purchased from it shall be the net asset value used in determining the public
offering price applicable to the sale of such shares. Any excess of the sales
price over the net asset value of the shares of the Fund sold by KDI as agent
shall be retained by KDI as a commission for its services hereunder. KDI may
compensate Firms for sales of shares at the commission levels provided in the
Registration Statement from time to time. KDI may pay other commissions, fees or
concessions to Firms, and may pay them to others in its discretion, in such
amounts as KDI shall determine from time to time. KDI shall be entitled to
receive and retain any applicable contingent deferred sales charge as described
in the Registration Statement. KDI shall also receive any distribution services
fee payable by the Fund as provided in the Fund's Rule 12b-1 Plan, as amended
from time to time (the "Plan").
KDI will require each Firm to conform to the provisions hereof and the
Registration Statement with respect to the public offering price or net asset
value, as applicable, of the Fund's shares, and neither KDI nor any such Firms
shall withhold the placing of purchase orders so as to make a profit thereby.
3. The Fund will use its best efforts to keep effectively registered under the
Securities Act for sale as herein contemplated such shares as KDI shall
reasonably request and as the Securities and Exchange Commission shall permit to
be so registered. Notwithstanding any other provision hereof, the Fund may
terminate, suspend or withdraw the offering of shares whenever, in its sole
discretion, it deems such action to be desirable.
4. The Fund will execute any and all documents and furnish any and all
information that may be reasonably necessary in connection with the
qualification of its shares for sale (including the qualification of the Fund as
a dealer where necessary or advisable) in such states as KDI may reasonably
request (it being understood that the Fund shall not be required without its
consent to comply with any requirement which in its opinion is unduly
burdensome). The Fund will furnish to KDI from time to time such information
with respect to the Fund and its shares as KDI may reasonably request for use in
connection with the sale of shares of the Fund.
2
<PAGE>
5. KDI shall issue and deliver or shall arrange for various Firms to issue and
deliver on behalf of the Fund such confirmations of sales made by it pursuant to
this Agreement as may be required. At or prior to the time of issuance of
shares, KDI will pay or cause to be paid to the Fund the amount due the Fund for
the sale of such shares. Certificates shall be issued or shares registered on
the transfer books of the Fund in such names and denominations as KDI may
specify.
6. KDI shall order shares of the Fund from the Fund only to the extent that it
shall have received purchase orders therefor. KDI will not make, or authorize
Firms or others to make (a) any short sales of shares of the Fund; or (b) any
sales of such shares to any Board member or officer of the Fund or to any
officer or Board member of KDI or of any corporation or association furnishing
investment advisory, managerial or supervisory services to the Fund, or to any
corporation or association, unless such sales are made in accordance with the
Registration Statement relating to the sale of such shares. KDI, as agent of and
for the account of the Fund, may repurchase the shares of the Fund at such
prices and upon such terms and conditions as shall be specified in the
Registration Statement. In selling or reacquiring shares of the Fund for the
account of the Fund, KDI will in all respects conform to the requirements of all
state and federal laws and the Conduct Rules of the National Association of
Securities Dealers, Inc., relating to such sale or reacquisition, as the case
may be. KDI will observe and be bound by all the provisions of the Fund's
organizational documents (and of any fundamental policies adopted by the Fund
pursuant to the Investment Company Act of 1940 (the "Investment Company Act"),
notice of which shall have been given to KDI) which at the time in any way
require, limit, restrict, prohibit or otherwise regulate any action on the part
of KDI hereunder.
KDI agrees to indemnify and hold harmless the Fund and each of its Board members
and officers and each person, if any, who controls the Fund within the meaning
of Section 15 of the Securities Act, against any and all losses, claims,
damages, liabilities or litigation (including legal and other expenses) to which
the Fund or such Board members, officers, or controlling persons may become
subject under such Act, under any other statute, at common law or otherwise,
arising out of the acquisition of any shares by any person which (i) may be
based upon any wrongful act by KDI or any of KDI's employees or representatives,
or (ii) may be based upon any untrue statement or alleged untrue statement of a
material fact contained in the Registration Statement or the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statement therein not misleading if such statement or
omission was made in reliance upon information furnished to the Fund by KDI, or
(iii) may be incurred or arise by reason of KDI's acting as the Fund's agent
instead of purchasing and reselling shares as principal in distributing the
shares to the public, provided, however, that in no case (i) is KDI's indemnity
in favor of a Board member or officer or any other person deemed to protect such
Board member or officer or other person against any liability to which any such
person would otherwise be subject by reason of willful misfeasance, bad faith,
or gross negligence in the performance of his duties or by reason of his
reckless disregard of obligations and duties under this Agreement or (ii) is KDI
to be liable under the indemnity agreement contained in this paragraph with
respect to any claim made against the Fund or any person indemnified unless the
Fund or such person, as the case may be, shall have notified KDI in writing
within a reasonable time after the summons or other first legal process giving
information of the nature of the claims shall have been served upon the Fund or
upon such person (or after the Fund or such person shall have received notice
3
<PAGE>
of such service on any designated agent), but failure to notify KDI of any such
claim shall not relieve KDI from any liability which KDI may have to the Fund or
any person against whom such action is brought otherwise than on account of
KDI's indemnity agreement contained in this paragraph. KDI shall be entitled to
participate, at KDI's own expense, in the defense, or, if KDI so elects, to
assume the defense of any suit brought to enforce any such liability, but if KDI
elects to assume the defense, such defense shall be conducted by counsel chosen
by KDI and satisfactory to the Fund, to its officers and Board members, or to
any controlling person or persons, defendant or defendants in the suit. In the
event that KDI elects to assume the defense of any such suit and retain such
counsel, the Fund, such officers and Board members or controlling person or
persons, defendant or defendants in the suit shall bear the fees and expenses of
any additional counsel retained by them, but, in case KDI does not elect to
assume the defense of any such suit, KDI will reimburse the Fund, such officers
and Board members or controlling person or persons, defendant or defendants in
such suit for the reasonable fees and expenses of any counsel retained by them.
KDI agrees to notify the Fund promptly of the commencement of any litigation or
proceedings against it in connection with the issue and sale of any shares. The
Fund shall not, without the prior written consent of KDI, effect any settlement
of any pending or threatened action, suit or proceeding in respect of which the
Fund is or could have been a party and indemnity has or could have been sought
hereunder by the Fund, unless such settlement includes an unconditional release
of KDI from all liability on claims that are the subject matter of such action,
suit or proceeding.
The Fund agrees to indemnify and hold harmless KDI and each of KDI's directors
and officers and each person, if any, who controls KDI within the meaning of
Section 15 of the Securities Act, against any and all losses, claims, damages,
liabilities or litigation (including legal and other expenses) to which KDI or
such directors, officers or controlling persons may become subject under such
Act, under any other statute, at common law or otherwise, arising out of the
acquisition of any shares by any person which (i) may be based upon any wrongful
act by the Fund or any of its employees or representatives, or (ii) may be based
upon any untrue statement or alleged untrue statement of a material fact
contained in the Registration Statement or the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading if such statement or omission was not made
in reliance upon information furnished to KDI by the Fund; provided, however,
that in no case (i) is the Fund's indemnity in favor of a director or officer or
any other person deemed to protect such director or officer or other person
against any liability to which any such person would otherwise be subject by
reason of willful misfeasance, bad faith, or gross negligence in the performance
of his duties or by reason of his reckless disregard of obligations and duties
under this Agreement or (ii) is the Fund to be liable under its indemnity
agreement contained in this paragraph with respect to any claims made against
KDI or any such director, officer or controlling person unless KDI or such
director, officer or controlling person, as the case may be, shall have notified
the Fund in writing within a reasonable time after the summons or other first
legal process giving information of the nature of the claim shall have been
served upon KDI or upon such director, officer or controlling person (or after
KDI or such director, officer or controlling person shall have received notice
of such service on any designated agent), but failure to notify the Fund of any
such claim shall not relieve it from any liability which it may have to the
person against whom such action is brought otherwise than on account of its
indemnity agreement contained in this paragraph. The Fund will be entitled to
participate at its own
4
<PAGE>
expense in the defense, or, if it so elects, to assume the defense of any suit
brought to enforce any such liability, but if the Fund elects to assume the
defense, such defense shall be conducted by counsel chosen by it and
satisfactory to KDI, its directors, officers, or controlling person or persons,
defendant or defendants in the suit. In the event that the Fund elects to assume
the defense of any such suit and retain such counsel, KDI, its directors,
officers or controlling person or persons, defendant or defendants in the suit,
shall bear the fees and expenses of any additional counsel retained by them,
but, in case the Fund does not elect to assume the defense of any such suit, it
will reimburse KDI or such directors, officers or controlling person or persons,
defendant or defendants in the suit, for the reasonable fees and expenses of any
counsel retained by them. The Fund agrees to notify KDI promptly of the
commencement of any litigation or proceedings against it or any of its officers
or directors in connection with the issuance or sale of any shares. KDI shall
not, without the prior written consent of the Fund, effect any settlement of any
pending or threatened action, suit or proceeding in respect of which either KDI
is or could have been a party and indemnity has or could have been sought
hereunder by KDI, unless such settlement includes an unconditional release of
the Fund from all liability on claims that are the subject matter of such
action, suit or proceeding.
7. The Fund shall assume and pay all charges and expenses of its operations not
specifically assumed or otherwise to be provided by KDI under this Agreement or
the Plan. The Fund will pay (or will enter into arrangements providing that
others will pay) all fees and expenses in connection with the registration of
the Fund and its shares under the United States securities laws and the
registration and qualification of shares for sale in the various jurisdictions
in which the Fund shall determine it advisable to qualify such shares for sale
(including registering the Fund as a broker or dealer or any officer of the Fund
or other person as agent or salesman of the Fund in any such jurisdictions). KDI
will pay all expenses (other than expenses which one or more Firms may bear
pursuant to any agreement with KDI) incident to the sale and distribution of the
shares issued or sold hereunder, including, without limiting the generality of
the foregoing, all (a) expenses of printing and distributing any prospectus and
of preparing, printing and distributing or disseminating any other literature,
advertising and selling aids in connection with the offering of the shares for
sale (except that such expenses need not include expenses incurred by the Fund
in connection with the preparation, typesetting, printing and distribution of
any registration statement or prospectus, report or other communication to
shareholders in their capacity as such), and (b) expenses of advertising in
connection with such offering.
No transfer taxes, if any, which may be payable in connection with the issue or
delivery or shares sold as herein contemplated or of the certificates for such
shares shall be borne by the Fund, and KDI will bear all such transfer taxes.
8. This Agreement shall become effective on the date hereof and shall continue
until October 31, 2000; and shall continue from year to year thereafter only so
long as such continuance is approved in the manner required by the Investment
Company Act.
This Agreement shall automatically terminate in the event of its assignment and
may be terminated at any time without the payment of any penalty by the Fund or
by KDI on sixty (60) days' written notice to the other party. The indemnity
provisions contained herein shall remain operative and in full force and effect
regardless of any termination of this Agreement. The Fund
5
<PAGE>
may effect termination with respect to any class of the Fund by a vote of (i) a
majority of the Board members who are not interested persons of the Fund and who
have no direct or indirect financial interest in the operation of the Plan, this
Agreement, or in any other agreement related to the Plan, or (ii) a majority of
the outstanding voting securities of such class. Without prejudice to any other
remedies of the Fund, the Fund may terminate this Agreement at any time
immediately upon KDI's failure to fulfill any of its obligations hereunder.
All material amendments to this Agreement must be approved by a vote of a
majority of the Board, and of the Board members who are not interested persons
of the Fund and who have no direct or indirect financial interest in the
operation of the Plan, this Agreement or in any other agreement related to the
Plan, cast in person at a meeting called for such purpose.
The terms "assignment," "interested person" and "vote of a majority of the
outstanding voting securities" shall have the meanings set forth in the
Investment Company Act and the rules and regulations thereunder.
KDI shall receive such compensation for its distribution services as set forth
in the Plan. Termination of this Agreement shall not affect the right of KDI to
receive payments on any unpaid balance of the compensation earned prior to such
termination, as set forth in the Plan.
Notwithstanding anything in this Agreement to the contrary, KDI shall be
contractually bound hereunder by the terms of any publicly announced waiver of
or cap on the compensation received for its distribution services under the Plan
or by the terms of any written document provided to the Board of the Fund
announcing a waiver or cap, as if such waiver or cap were fully set forth
herein.
9. KDI will not use or distribute, or authorize the use, distribution or
dissemination by Firms or others in connection with the sale of Fund shares any
statements other than those contained in the Registration Statement, except such
supplemental literature or advertising as shall be lawful under federal and
state securities laws and regulations. KDI will furnish the Fund with copies of
all such material.
10. If any provision of this Agreement shall be held or made invalid by a court
decision, statute, rule or otherwise, the remainder shall not be thereby
affected.
11. Any notice under this Agreement shall be in writing, addressed and delivered
or mailed, postage prepaid, to the other party at such address as such other
party may designate for the receipt of such notice.
12. With respect to any claim by KDI for recovery of any liability of the Fund
arising hereunder allocated to a particular series or class, whether in
accordance with the express terms hereof or otherwise, KDI shall have recourse
solely against the assets of that series or class to satisfy such claim and
shall have no recourse against the assets of any other series or class for such
purpose.
13. This Agreement shall be construed in accordance with applicable federal law
and with the
6
<PAGE>
laws of the State of Maryland.
14. This Agreement is the entire contract between the parties relating to the
subject matter hereof and supersedes all prior agreements between the parties
relating to the subject matter hereof.
IN WITNESS WHEREOF, the Fund and KDI have caused this Agreement to be executed
as of the day and year first above written.
THE JAPAN FUND, INC. ATTEST:
By: /s/Lynn S. Birdsong /s/Maureen E. Kane
------------------- ------------------
Lynn S. Birdsong Maureen E. Kane
President Assistant Secretary
KEMPER DISTRIBUTORS, INC. ATTEST:
By: /s/James L. Greenawalt
---------------------- -------------------
Title: James L. Greenawalt Title:
President
7
Exhibit (h)(4)
ADMINISTRATIVE SERVICES AGREEMENT
AGREEMENT dated this 1st day of May, 2000, by and between THE JAPAN FUND, INC.,
a Maryland corporation (the "Fund"), and KEMPER DISTRIBUTORS, INC., a Delaware
corporation ("KDI").
In consideration of the mutual covenants hereinafter contained, it is hereby
agreed by and between the parties hereto as follows:
1. The Fund hereby appoints KDI to provide information and administrative
services for the benefit of the Class A, Class B and Class C shares of the Fund
and the shareholders of each such Class. In this regard, KDI shall appoint
various broker-dealer firms and other service or administrative firms ("Firms")
to provide related services and facilities for persons who are investors in the
Fund ("investors"). The Firms shall provide such office space and equipment,
telephone facilities, personnel or other services as may be necessary or
beneficial for providing information and services to investors in the Fund. Such
services and assistance may include, but are not limited to, establishing and
maintaining accounts and records, processing purchase and redemption
transactions, answering routine inquiries regarding the Fund and its special
features, assistance to investors in changing dividend and investment options,
account designations and addresses, and such other administrative services as
the Fund or KDI may reasonably request. Firms may include affiliates of KDI. KDI
may also provide some of the above services for the Fund directly.
KDI accepts such appointment and agrees during such period to render such
services and to assume the obligations herein set forth for the compensation
herein provided. KDI shall for all purposes herein provided be deemed to be an
independent contractor and, unless otherwise expressly provided or authorized,
shall have no authority to act for or represent the Fund in any way or otherwise
be deemed an agent of the Fund. KDI, by separate agreement with the Fund, may
also serve the Fund in other capacities. In carrying out its duties and
responsibilities hereunder, KDI will appoint various Firms to provide
administrative and other services described herein directly to or for the
benefit of investors in the Fund. Such Firms shall at all times be deemed to be
independent contractors retained by KDI and not the Fund. KDI and not the Fund
will be responsible for the payment of compensation to such Firms for such
services.
2. For the administrative services and facilities described in Section 1, the
Fund will pay to KDI at the end of each calendar month an administrative service
fee computed at an annual rate of up to 0.25 of 1% of the average daily net
assets attributable to the Class A, Class B and Class C shares of the Fund. The
initial fee schedule is set forth as Appendix I hereto. The administrative
service fee will be calculated separately for Class A, Class B and Class C of
the Fund as an expense of each such class; no administrative service fee shall
be payable with respect to Class S or AARP Class shares. For the month and year
in which this Agreement becomes effective or terminates, there shall be an
appropriate proration on the basis of the number of days that the Agreement is
in effect during such month and year, respectively. The services of KDI to the
Fund under this Agreement are not to be deemed exclusive, and KDI shall be free
to render similar services or other services to others.
<PAGE>
The net asset value for each share of the Fund shall be calculated in accordance
with the provisions of the Fund's current prospectus. On each day when net asset
value is not calculated, the net asset value of a share of the Fund shall be
deemed to be the net asset value of such a share as of the close of business on
the last day on which such calculation was made for the purpose of the foregoing
computations.
KDI shall be contractually bound hereunder by the terms of any publicly
announced fee cap or waiver of its fee or by the terms of any written document
provided to the Board of Directors of the Fund announcing a fee cap or waiver of
its fee, or any limitation of the Fund's expenses, as if such fee cap, fee
waiver or expense limitation were fully set forth herein.
3. The Fund shall assume and pay all charges and expenses of its operations not
specifically assumed or otherwise to be provided by KDI under this Agreement.
4. This Agreement may be terminated at any time without the payment of any
penalty by the Fund or by KDI on sixty (60) days written notice to the other
party. Termination of this Agreement shall not affect the right of KDI to
receive payments on any unpaid balance of the compensation described in Section
2 hereof earned prior to such termination. This Agreement may not be amended for
any class of the Fund to increase the amount to be paid to KDI for services
hereunder above .25 of 1% of the average daily net assets of such class without
the vote of a majority of the outstanding voting securities of such class. All
material amendments to this Agreement must in any event be approved by vote of
the Board of Directors of the Fund.
5. If any provision of this Agreement shall be held or made invalid by a court
decision, statute, rule or otherwise, the remainder shall not be thereby
affected.
6. Any notice under this Agreement shall be in writing, addressed and delivered
or mailed, postage prepaid, to the other party at such address as such other
party may designate for the receipt of such notice.
7. This Agreement shall be construed in accordance with applicable federal law
and the laws of the State of Illinois.
[SIGNATURES APPEAR ON THE NEXT PAGE]
2
<PAGE>
IN WITNESS WHEREOF, the Fund and KDI have caused this Agreement to be executed
as of the day and year first above written.
THE JAPAN FUND, INC.
By: /s/Lynn S. Birdsong
-----------------------------
Lynn S. Birdsong
President
KEMPER DISTRIBUTORS, INC.
By: /s/James L. Greenawalt
-----------------------------
Name: James L. Greenawalt
Title: President
3
<PAGE>
APPENDIX I
FEE SCHEDULE FOR ADMINISTRATIVE SERVICES AGREEMENT
Pursuant to Section 2 of the Administrative Services Agreement between The Japan
Fund, Inc. (the "Fund") and Kemper Distributors, Inc. ("KDI"), the Fund and KDI
agree that the administrative service fee will be computed at an annual rate of
.25 of 1% based upon the assets with respect to which a Firm other than KDI
provides administrative services and .15 of 1% based upon the assets with
respect to which KDI provides administrative services.
THE JAPAN FUND, INC.
By: /s/Lynn S. Birdsong
-----------------------------
Lynn S. Birdsong
President
KEMPER DISTRIBUTORS, INC.
By: /s/James L. Greenawalt
-------------------------------
Name: James L. Greenawalt
Title: President
Dated: May 1, 2000
4
Exhibit (h)(5)
AGENCY AGREEMENT
AGREEMENT dated the 1st day of May, 2000, by and between THE JAPAN FUND, INC. a
Maryland corporation ("Fund"), and KEMPER SERVICE COMPANY, a Delaware
corporation ("Service Company").
WHEREAS, Fund wants to appoint Service Company as Transfer Agent and
Dividend Disbursing Agent, and Service Company wants to accept such appointment;
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the parties hereto agree as follows:
1. Documents to be Filed with Appointment. In connection with the
appointment of Service Company as Transfer Agent and Dividend
Disbursing Agent for Fund, there will be filed with Service
Company the following documents:
A. A certified copy of the resolutions of the Board of
Directors of the Fund appointing Service Company as
Transfer Agent and Dividend Disbursing Agent,
approving the form of this Agreement, and designating
certain persons to give written instructions and
requests on behalf of Fund.
B. A certified copy of the Charter of Fund and any
amendments thereto.
C. A certified copy of the Bylaws of Fund.
D. Copies of Registration Statements filed with the
Securities and Exchange Commission.
E. Specimens of all forms of outstanding share
certificates as approved by the Board of Directors of
Fund, with a certificate of the Secretary of Fund as
to such approval.
F. Specimens of the signatures of the officers of Fund
authorized to sign share certificates and individuals
authorized to sign written instructions and requests
on behalf of Fund.
G. An opinion of counsel for Fund:
(1) With respect to Fund's organization and
existence under the laws of the State of
Maryland.
(2) With respect to the status of all shares of
Fund covered by this appointment under the
Securities Act of 1933, and any other
applicable federal or state statute.
(3) To the effect that all issued shares are,
and all unissued shares will be when issued,
validly issued, fully paid and
non-assessable.
<PAGE>
2. Certain Representations and Warranties of Service Company.
Service Company represents and warrants to Fund that:
A. It is a corporation duly organized and existing and
in good standing under the laws of the State of
Delaware.
B. It is duly qualified to carry on its business in the
State of Missouri.
C. It is empowered under applicable laws and by its
Certificate of Incorporation and Bylaws to enter into
and perform the services contemplated in this
Agreement.
D. All requisite corporate action has been taken to
authorize it to enter into and perform this
Agreement.
E. It has and will continue to have and maintain the
necessary facilities, equipment and personnel to
perform its duties and obligations under this
Agreement.
F. It is, and will continue to be, registered as a
transfer agent under the Securities Exchange Act of
1934.
3. Certain Representations and Warranties of Fund. Fund
represents and warrants to Service Company that:
A. It is a business trust duly organized and existing
and in good standing under the laws of The
Commonwealth of Massachusetts.
B. It is an investment company registered under the
Investment Company Act of 1940.
C. A registration statement under the Securities Act of
1933 has been filed and will be effective with
respect to all shares of Fund being offered for sale
at any time and from time to time.
D. All requisite steps have been or will be taken to
register Fund's shares for sale in all applicable
states, including the District of Columbia.
E. Fund and its Directors are empowered under applicable
laws and by the Fund's Charter and Bylaws to enter
into and perform this Agreement.
2
<PAGE>
4. Scope of Appointment.
---------------------
A. Subject to the conditions set forth in this
Agreement, Fund hereby employs and appoints Service
Company as Transfer Agent and Dividend Disbursing
Agent effective the date hereof.
B. Service Company hereby accepts such employment and
appointment and agrees that it will act as Fund's
Transfer Agent and Dividend Disbursing Agent. Service
Company agrees that it will also act as agent in
connection with Fund's periodic withdrawal payment
accounts and other open-account or similar plans for
shareholders, if any.
C. Service Company agrees to provide the necessary
facilities, equipment and personnel to perform its
duties and obligations hereunder in accordance with
industry practice.
D. Fund agrees to use all reasonable efforts to deliver
to Service Company in Kansas City, Missouri, as soon
as they are available, all its shareholder account
records.
E. Subject to the provisions of Sections 20 and 21
hereof, Service Company agrees that it will perform
all the usual and ordinary services of Transfer Agent
and Dividend Disbursing Agent and as agent for the
various shareholder accounts, including, without
limitation, the following: issuing, transferring and
cancelling share certificates, maintaining all
shareholder accounts, preparing shareholder meeting
lists, mailing proxies, receiving and tabulating
proxies, mailing shareholder reports and
prospectuses, withholding federal income taxes,
preparing and mailing checks for disbursement of
income and capital gains dividends, preparing and
filing all required U.S. Treasury Department
information returns for all shareholders, preparing
and mailing confirmation forms to shareholders and
dealers with respect to all purchases and
liquidations of Fund shares and other transactions in
shareholder accounts for which confirmations are
required, recording reinvestments of dividends and
distributions in Fund shares, recording redemptions
of Fund shares and preparing and mailing checks for
payments upon redemption and for disbursements to
systematic withdrawal plan shareholders.
5. Compensation and Expenses.
--------------------------
A. In consideration for the services provided hereunder
by Service Company as Transfer Agent and Dividend
Disbursing Agent, Fund will pay to Service Company
from time to time compensation as agreed upon for all
services rendered as Agent, and also all its
reasonable out-of-pocket expenses and other
disbursements incurred in connection with the agency.
Such compensation will be set forth in a separate
schedule to be agreed to by Fund and Service Company.
The initial agreement regarding compensation is
attached as Exhibit A.
3
<PAGE>
B. Fund agrees to promptly reimburse Service Company for
all reasonable out-of-pocket expenses or advances
incurred by Service Company in connection with the
performance of services under this Agreement
including, but not limited to, postage (and first
class mail insurance in connection with mailing share
certificates), envelopes, check forms, continuous
forms, forms for reports and statements, stationery,
and other similar items, telephone and telegraph
charges incurred in answering inquiries from dealers
or shareholders, microfilm used each year to record
the previous year's transactions in shareholder
accounts and computer tapes used for permanent
storage of records and cost of insertion of materials
in mailing envelopes by outside firms. Service
Company may, at its option, arrange to have various
service providers submit invoices directly to Fund
for payment of out-of-pocket expenses reimbursable
hereunder.
C. Service Company shall be contractually bound
hereunder by the terms of any publicly announced fee
cap or waiver of its fee or by the terms of any
written document provided to the Board of Directors
of Fund announcing a fee cap or waiver of its fee, or
any limitation of Fund's expenses, as if such fee
cap, fee waiver or expense limitation were fully set
forth herein.
Except as provided herein, the terms and provisions
of the Agreement shall remain in full force and
effect without amendment.
6. Efficient Operation of Service Company System.
----------------------------------------------
A. In connection with the performance of its services
under this Agreement, Service Company is responsible
for the accurate and efficient functioning of its
system at all times, including:
(1) The accuracy of the entries in Service
Company's records reflecting purchase and
redemption orders and other instructions
received by Service Company from dealers,
shareholders, Fund or its principal
underwriter.
(2) The timely availability and the accuracy of
shareholder lists, shareholder account
verifications, confirmations and other
shareholder account information to be
produced from Service Company's records or
data.
(3) The accurate and timely issuance of dividend
and distribution checks in accordance with
instructions received from Fund.
(4) The accuracy of redemption transactions and
payments in accordance with redemption
instructions received from dealers,
shareholders or Fund or other authorized
persons.
4
<PAGE>
(5) The deposit daily in Fund's appropriate
special bank account of all checks and
payments received from dealers or
shareholders for investment in shares.
(6) The requiring of proper forms of
instructions, signatures and signature
guarantees and any necessary documents
supporting the rightfulness of transfers,
redemptions and other shareholder account
transactions, all in conformance with
Service Company's present procedures with
such changes as may be deemed reasonably
appropriate by Service Company or as may be
reasonably approved by or on behalf of Fund.
(7) The maintenance of a current duplicate set
of Fund's essential or required records, as
agreed upon from time to time by Fund and
Service Company, at a secure distant
location, in form available and usable
forthwith in the event of any breakdown or
disaster disrupting its main operation.
7. Indemnification.
----------------
A. Fund shall indemnify and hold Service Company
harmless from and against any and all claims,
actions, suits, losses, damages, costs, charges,
counsel fees, payments, expenses and liabilities
arising out of or attributable to any action or
omission by Service Company pursuant to this
Agreement or in connection with the agency
relationship created by this Agreement, provided that
Service Company has acted in good faith, without
negligence and without willful misconduct.
B. Service Company shall indemnify and hold Fund
harmless from and against any and all claims,
actions, suits, losses, damages, costs, charges,
counsel fees, payments, expenses and liabilities
arising out of or attributable to any action or
omission by Service Company pursuant to this
Agreement or in connection with the agency
relationship created by this Agreement, provided that
Service Company has not acted in good faith, without
negligence and without willful misconduct.
C. In order that the indemnification provisions
contained in this Section 7 shall apply, upon the
assertion of a claim for which either party (the
"Indemnifying Party") may be required to provide
indemnification hereunder, the party seeking
indemnification (the "Indemnitee") shall promptly
notify the Indemnifying Party of such assertion, and
shall keep such party advised with respect to all
developments concerning such claim. The Indemnifying
Party shall be entitled to assume control of the
defense and the negotiations, if any, regarding
settlement of the claim. If the Indemnifying Party
assumes control, the Indemnitee shall have the option
to participate in the defense and negotiations of
such claim at its own expense. The Indemnitee shall
in no event confess, admit to, compromise, or settle
any claim for which the Indemnifying Party may be
5
<PAGE>
required to indemnify it except with the prior
written consent of the Indemnifying Party, which
shall not be unreasonably withheld.
8. Certain Covenants of Service Company and Fund.
----------------------------------------------
A. All requisite steps will be taken by Fund from time
to time when and as necessary to register Fund's
shares for sale in all states in which Fund's shares
shall at the time be offered for sale and require
registration. If at any time Fund receives notice of
any stop order or other proceeding in any such state
affecting such registration or the sale of Fund's
shares, or of any stop order or other proceeding
under the Federal securities laws affecting the sale
of Fund's shares, Fund will give prompt notice
thereof to Service Company.
B. Service Company hereby agrees to establish and
maintain facilities and procedures reasonably
acceptable to Fund for safekeeping of share
certificates, check forms, and facsimile signature
imprinting devices, if any; and for the preparation
or use, and for keeping account of, such
certificates, forms and devices. Further, Service
Company agrees to carry insurance, as specified in
Exhibit B hereto, with insurers reasonably acceptable
to Fund and in minimum amounts that are reasonably
acceptable to Fund, which will not be changed without
the consent of Fund, which consent shall not be
unreasonably withheld, and which will be expanded in
coverage or increased in amounts from time to time if
and when reasonably requested by Fund. If Service
Company determines that it is unable to obtain any
such insurance upon commercially reasonable terms, it
shall promptly so advise Fund in writing. In such
event, Fund shall have the right to terminate this
Agreement upon 30 days notice.
C. To the extent required by Section 31 of the
Investment Company Act of 1940 and Rules thereunder,
Service Company agrees that all records maintained by
Service Company relating to the services to be
performed by Service Company under this Agreement are
the property of Fund and will be preserved and will
be surrendered promptly to Fund on request.
D. Service Company agrees to furnish Fund semi-annual
reports of its financial condition, consisting of a
balance sheet, earnings statement and any other
reasonably available financial information reasonably
requested by Fund. The annual financial statements
will be certified by Service Company's certified
public accountants.
E. Service Company represents and agrees that it will
use all reasonable efforts to keep current on the
trends of the investment company industry relating to
shareholder services and will use all reasonable
efforts to continue to modernize and improve its
system without additional cost to Fund.
6
<PAGE>
F. Service Company will permit Fund and its authorized
representatives to make periodic inspections of its
operations at reasonable times during business hours.
G. If Service Company is prevented from complying,
either totally or in part, with any of the terms or
provisions of this Agreement, by reason of fire,
flood, storm, strike, lockout or other labor trouble,
riot, war, rebellion, accidents, acts of God,
equipment, utility or transmission failure or damage,
and/or any other cause or casualty beyond the
reasonable control of Service Company, whether
similar to the foregoing matters or not, then, upon
written notice to Fund, the requirements of this
Agreement that are affected by such disability, to
the extent so affected, shall be suspended during the
period of such disability; provided, however, that
Service Company shall make reasonable effort to
remove such disability as soon as possible. During
such period, Fund may seek alternate sources of
service without liability hereunder; and Service
Company will use all reasonable efforts to assist
Fund to obtain alternate sources of service. Service
Company shall have no liability to Fund for
nonperformance because of the reasons set forth in
this Section 8.G; but if a disability that, in Fund's
reasonable belief, materially affects Service
Company's ability to perform its obligations under
this Agreement continues for a period of 30 days,
then Fund shall have the right to terminate this
Agreement upon 10 days written notice to Service
Company.
9. Adjustment. In case of any recapitalization, readjustment or
other change in the structure of Fund requiring a change in
the form of share certificates, Service Company will issue or
register certificates in the new form in exchange for, or in
transfer of, the outstanding certificates in the old form,
upon receiving the following:
A. Written instructions from an officer of Fund.
B. Certified copy of any amendment to the Agreement and
Declaration of Trust or other document effecting the
change.
C. Certified copy of any order or consent of each
governmental or regulatory authority required by law
for the issuance of the shares in the new form, and
an opinion of counsel that no order or consent of any
other government or regulatory authority is required.
D. Specimens of the new certificates in the form
approved by the Board of Trustees of Fund, with a
certificate of the Secretary of Fund as to such
approval.
E. Opinion of counsel for Fund:
(1) With respect to the status of the shares of
Fund in the new form under the Securities
Act of 1933, and any other applicable
federal or state laws.
7
<PAGE>
(2) To the effect that the issued shares in the
new form are, and all unissued shares will
be when issued, validly issued, fully paid
and non-assessable.
10. Share Certificates. Fund will furnish Service Company with a
sufficient supply of blank share certificates and from time to
time will renew such supply upon the request of Service
Company. Such certificates will be signed manually or by
facsimile signatures of the officers of Fund authorized by law
and Fund's Bylaws to sign share certificates and, if required,
will bear the trust seal or facsimile thereof.
11. Death, Resignation or Removal of Signing Officer. Fund will
file promptly with Service Company written notice of any
change in the officers authorized to sign share certificates,
written instructions or requests, together with two signature
cards bearing the specimen signature of each newly authorized
officer, all as certified by an appropriate officer of Fund.
In case any officer of Fund who will have signed manually or
whose facsimile signature will have been affixed to blank
share certificates will die, resign, or be removed prior to
the issuance of such certificates, Service Company may issue
or register such share certificates as the share certificates
of Fund notwithstanding such death, resignation, or removal,
until specifically directed to the contrary by Fund in
writing. In the absence of such direction, Fund will file
promptly with Service Company such approval, adoption, or
ratification as may be required by law.
12. Future Amendments of Charter and Bylaws. Fund will promptly
file with Service Company copies of all material amendments to
its Charter and Bylaws and Registration Statement made after
the date of this Agreement.
13. Instructions, Opinion of Counsel and Signatures. At any time
Service Company may apply to any officer of Fund for
instructions, and may consult with legal counsel for Fund at
the expense of Fund, or with its own legal counsel at its own
expense, with respect to any matter arising in connection with
the agency; and it will not be liable for any action taken or
omitted by it in good faith in reliance upon such instructions
or upon the opinion of such counsel. Service Company is
authorized to act on the orders, directions or instructions of
such persons as the Board of Directors of Fund shall from time
to time designate by resolution. Service Company will be
protected in acting upon any paper or document, including any
orders, directions or instructions, reasonably believed by it
to be genuine and to have been signed by the proper person or
persons; and Service Company will not be held to have notice
of any change of authority of any person so authorized by Fund
until receipt of written notice thereof from Fund. Service
Company will also be protected in recognizing share
certificates that it reasonably believes to bear the proper
manual or facsimile signatures of the officers of Fund, and
the proper countersignature of any former Transfer Agent or
Registrar, or of a Co-Transfer Agent or Co-Registrar.
8
<PAGE>
14. Papers Subject to Approval of Counsel. The acceptance by
Service Company of its appointment as Transfer Agent and
Dividend Disbursing Agent, and all documents filed in
connection with such appointment and thereafter in connection
with the agencies, will be subject to the approval of legal
counsel for Service Company, which approval will not be
unreasonably withheld.
15. Certification of Documents. The required copy of the Charter
of Fund and copies of all amendments thereto will be certified
by the appropriate official of The State Department of
Assessments of Maryland; and if such Charter and amendments
are required by law to be also filed with a county, city or
other officer or official body, a certificate of such filing
will appear on the certified copy submitted to Service
Company. A copy of the order or consent of each governmental
or regulatory authority required by law for the issuance of
Fund shares will be certified by the Secretary or Clerk of
such governmental or regulatory authority, under proper seal
of such authority. The copy of the Bylaws and copies of all
amendments thereto and copies of resolutions of the Board of
Directors of Fund will be certified by the Secretary or an
Assistant Secretary of Fund.
16. Records. Service Company will maintain customary records in
connection with its agency, and particularly will maintain
those records required to be maintained pursuant to
sub-paragraph (2)(iv) of paragraph (b) of Rule 31a-1 under the
Investment Company Act of 1940, if any.
17. Disposition of Books, Records and Cancelled Certificates.
Service Company will send periodically to Fund, or to where
designated by the Secretary or an Assistant Secretary of Fund,
all books, documents, and all records no longer deemed needed
for current purposes and share certificates which have been
cancelled in transfer or in exchange, upon the understanding
that such books, documents, records, and share certificates
will not be destroyed by Fund without the consent of Service
Company (which consent will not be unreasonably withheld), but
will be safely stored for possible future reference.
18. Provisions Relating to Service Company as Transfer Agent.
---------------------------------------------------------
A. Service Company will make original issues of share
certificates upon written request of an officer of
Fund and upon being furnished with a certified copy
of a resolution of the Board of Directors authorizing
such original issue, an opinion of counsel as
outlined in Section 1.G or 9.E of this Agreement, the
certificates required by Section 10 of this Agreement
and any other documents required by Section 1 or 9 of
this Agreement.
B. Before making any original issue of certificates,
Fund will furnish Service Company with sufficient
funds to pay any taxes required on the original issue
of the shares. Fund will furnish Service Company such
evidence as may be required by Service Company to
show the actual value of the shares. If no taxes are
payable, Service Company will upon request be
furnished with an opinion of outside counsel to that
effect.
9
<PAGE>
C. Shares will be transferred and new certificates
issued in transfer, or shares accepted for redemption
and funds remitted therefor, upon surrender of the
old certificates in form deemed by Service Company
properly endorsed for transfer or redemption
accompanied by such documents as Service Company may
deem necessary to evidence the authority of the
person making the transfer or redemption, and bearing
satisfactory evidence of the payment of any
applicable share transfer taxes. Service Company
reserves the right to refuse to transfer or redeem
shares until it is satisfied that the endorsement or
signature on the certificate or any other document is
valid and genuine, and for that purpose it may
require a guarantee of signature by such persons as
may from time to time be specified in the prospectus
related to such shares or otherwise authorized by
Fund. Service Company also reserves the right to
refuse to transfer or redeem shares until it is
satisfied that the requested transfer or redemption
is legally authorized, and it will incur no liability
for the refusal in good faith to make transfers or
redemptions which, in its judgment, are improper,
unauthorized, or otherwise not rightful. Service
Company may, in effecting transfers or redemptions,
rely upon Simplification Acts or other statutes which
protect it and Fund in not requiring complete
fiduciary documentation.
D. When mail is used for delivery of share certificates,
Service Company will forward share certificates in
"nonnegotiable" form as provided by Fund by first
class mail, all such mail deliveries to be covered
while in transit to the addressee by insurance
arranged for by Service Company.
E. Service Company will issue and mail subscription
warrants and certificates provided by Fund and
representing share dividends, exchanges or split-ups,
or act as Conversion Agent upon receiving written
instructions from any officer of Fund and such other
documents as Service Company deems necessary.
F. Service Company will issue, transfer, and split-up
certificates upon receiving written instructions from
an officer of Fund and such other documents as
Service Company may deem necessary.
G. Service Company may issue new certificates in place
of certificates represented to have been lost,
destroyed, stolen or otherwise wrongfully taken, upon
receiving indemnity satisfactory to Service Company,
and may issue new certificates in exchange for, and
upon surrender of, mutilated certificates. Any such
issuance shall be in accordance with the provisions
of law governing such matter and any procedures
adopted by the Board of Trustees of Fund of which
Service Company has notice.
H. Service Company will supply a shareholder's list to
Fund properly certified by an officer of Service
Company for any shareholder meeting upon receiving a
request from an officer of Fund. It will also supply
lists at such other times as may be reasonably
requested by an officer of Fund.
10
<PAGE>
I. Upon receipt of written instructions of an officer of
Fund, Service Company will address and mail notices
to shareholders.
J. In case of any request or demand for the inspection
of the share books of Fund or any other books of Fund
in the possession of Service Company, Service Company
will endeavor to notify Fund and to secure
instructions as to permitting or refusing such
inspection. Service Company reserves the right,
however, to exhibit the share books or other books to
any person in case it is advised by its counsel that
it may be held responsible for the failure to exhibit
the share books or other books to such person.
19. Provisions Relating to Dividend Disbursing Agency.
--------------------------------------------------
A. Service Company will, at the expense of Fund, provide
a special form of check containing the imprint of any
device or other matter desired by Fund. Said checks
must, however, be of a form and size convenient for
use by Service Company.
B. If Fund wants to include additional printed matter,
financial statements, etc., with the dividend checks,
the same will be furnished to Service Company within
a reasonable time prior to the date of mailing of the
dividend checks, at the expense of Fund.
C. If Fund wants its distributions mailed in any special
form of envelopes, sufficient supply of the same will
be furnished to Service Company but the size and form
of said envelopes will be subject to the approval of
Service Company. If stamped envelopes are used, they
must be furnished by Fund; or, if postage stamps are
to be affixed to the envelopes, the stamps or the
cash necessary for such stamps must be furnished by
Fund.
D. Service Company will maintain one or more deposit
accounts as Agent for Fund, into which the funds for
payment of dividends, distributions, redemptions or
other disbursements provided for hereunder will be
deposited, and against which checks will be drawn.
20. Termination of Agreement.
-------------------------
A. This Agreement may be terminated by either party upon
sixty (60) days prior written notice to the other
party.
B. Fund, in addition to any other rights and remedies,
shall have the right to terminate this Agreement
forthwith upon the occurrence at any time of any of
the following events:
(1) Any interruption or cessation of operations
by Service Company or its assigns which
materially interferes with the business
operation of Fund.
11
<PAGE>
(2) The bankruptcy of Service Company or its
assigns or the appointment of a receiver for
Service Company or its assigns.
(3) Any merger, consolidation or sale of
substantially all the assets of Service
Company or its assigns.
(4) The acquisition of a controlling interest in
Service Company or its assigns by any
broker, dealer, investment adviser or
investment company except as may presently
exist.
(5) Failure by Service Company or its assigns to
perform its duties in accordance with this
Agreement, which failure materially
adversely affects the business operations of
Fund and which failure continues for thirty
(30) days after written notice from Fund.
(6) The registration of Service Company or its
assigns as a transfer agent under the
Securities Exchange Act of 1934 is revoked,
terminated or suspended for any reason.
C. In the event of termination, Fund will promptly pay
Service Company all amounts due to Service Company
hereunder. Upon termination of this Agreement,
Service Company shall deliver all shareholder and
account records pertaining to Fund either to Fund or
as directed in writing by Fund.
21. Assignment.
-----------
A. Neither this Agreement nor any rights or obligations
hereunder may be assigned by Service Company without
the written consent of Fund; provided, however, no
assignment will relieve Service Company of any of its
obligations hereunder.
B. This Agreement including, without limitation, the
provisions of Section 7 will inure to the benefit of
and be binding upon the parties and their respective
successors and assigns.
C. Service Company is authorized by Fund to use the
system services of DST Systems, Inc. and the system
and other services, including data entry, of
Administrative Management Group, Inc.
22. Confidentiality.
----------------
A. Except as provided in the last sentence of Section
18.J hereof, or as otherwise required by law, Service
Company will keep confidential all records of and
information in its possession relating to Fund or its
shareholders or shareholder accounts and will not
disclose the same to any person except at the request
or with the consent of Fund.
12
<PAGE>
B. Except as otherwise required by law, Fund will keep
confidential all financial statements and other
financial records (other than statements and records
relating solely to Fund's business dealings with
Service Company) and all manuals, systems and other
technical information and data, not publicly
disclosed, relating to Service Company's operations
and programs furnished to it by Service Company
pursuant to this Agreement and will not disclose the
same to any person except at the request or with the
consent of Service Company. Notwithstanding anything
to the contrary in this Section 22.B, if an attempt
is made pursuant to subpoena or other legal process
to require Fund to disclose or produce any of the
aforementioned manuals, systems or other technical
information and data, Fund shall give Service Company
prompt notice thereof prior to disclosure or
production so that Service Company may, at its
expense, resist such attempt.
23. Survival of Representations and Warranties. All
representations and warranties by either party herein
contained will survive the execution and delivery of this
Agreement.
24. Miscellaneous.
--------------
A. This Agreement is executed and delivered in the State
of Illinois and shall be governed by the laws of said
state.
B. No provisions of this Agreement may be amended or
modified in any manner except by a written agreement
properly authorized and executed by both parties
hereto.
C. The captions in this Agreement are included for
convenience of reference only, and in no way define
or limit any of the provisions hereof or otherwise
affect their construction or effect.
D. This Agreement shall become effective as of the date
hereof.
E. This Agreement may be executed simultaneously in two
or more counterparts, each of which shall be deemed
an original but all of which together shall
constitute one and the same instrument.
F. If any part, term or provision of this Agreement is
held by the courts to be illegal, in conflict with
any law or otherwise invalid, the remaining portion
or portions shall be considered severable and not be
affected, and the rights and obligations of the
parties shall be construed and enforced as if the
Agreement did not contain the particular part, term
or provision held to be illegal or invalid.
G. This Agreement, together with the Fee Schedule, is
the entire contract between the parties relating to
the subject matter hereof and supersedes all prior
agreements between the parties.
13
<PAGE>
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their respective duly authorized officer as of the day and year
first set forth above.
THE JAPAN FUND, INC.,
By: /s/Lynn S. Birdsong
-----------------------
Lynn S. Birdsong
President
ATTEST:
/s/Maureen Kane
- -----------------------------
Maureen Kane
Assistant Secretary
KEMPER SERVICE COMPANY
By: /s/William F. Glavin
----------------------
William F. Glavin
President
ATTEST:
/s/Mara D. Herrington
- -----------------------------
Mara D. Herrington
Assistant Secretary
14
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT A
---------
FEE SCHEDULE EFFECTIVE AS OF JANUARY 1, 1999
------------ -------------------------------
For all accounts except Scudder Kemper Retirement Services: Kemper KemFlex
A Shares B Shares C Shares I Shares ZMF, ZYF
-------- -------- -------- -------- --------
Per Account Fee (in $)
Annual Open Account Fee
<S> <C> <C> <C> <C>
Equity 10.00 10.00 10.00 10.00
Taxable Bond 14.00 14.00 14.00 14.00
Tax-Free Bond 14.00 14.00 14.00 14.00
Zurich Money Funds and 10.00
Zurich YieldWise Funds
CDSC Fee N/A 2.00 N/A N/A N/A
New Accounts Fee*
Equity 5.00 5.00 5.00 5.00
Taxable Bond 5.00 5.00 5.00 5.00
Tax-Free Bond 5.00 5.00 5.00 5.00
Zurich Money Funds and 5.00
Zurich YieldWise Funds
Asset Based Fee (in bps)
Equity 8 bp 8 bp 8 bp 8 bp
Taxable Bond 5 bp 5 bp 5 bp 5 bp
Tax-Free Bond 2 bp 2 bp 2 bp 2 bp
Zurich Money Funds and 5 bp
Zurich YieldWise Funds
</TABLE>
The out-of-pocket expenses of Agent will be reimbursed by Fund in accordance
with the provisions of Section 5 of the Agency Agreement. Fees and out-of-pocket
expenses shall be paid or reimbursed on a monthly basis upon receipt of an
invoice therefor.
The asset based fee for each month shall be equal to 1/12 of the applicable
annual fee rate, as set forth in this schedule, of the average daily net assets
of the Fund for each month. The asset based fee in the schedule is expressed in
basis points ("bps") as an annual rate. 100 basis points is equivalent to one
percentage point (1.00%). For certain Funds listed in Exhibit B, total transfer
agency fees and related out-of-pocket expenses payable by the Fund shall be
limited for any fiscal year of the Fund to the levels set forth in Exhibit B,
which levels are expressed as a percentage of average daily net assets for the
applicable fiscal year.
- --------
* The new shareholder account fee is not applicable to Class A Share accounts
established in connection with a conversion from Class B Shares.
15
<PAGE>
EXHIBIT B
---------
INSURANCE COVERAGE
------------------
DESCRIPTION OF POLICY:
Brokers Blanket Bond, Standard Form 14
Covering losses caused by dishonesty of employees, physical loss of securities
on or outside of premises while in possession of authorized person, loss caused
by forgery or alteration of checks or similar instruments.
Errors and Omissions Insurance
Covering replacement of destroyed records and computer errors and omissions.
Special Forgery Bond
Covering losses through forgery or alteration of checks or drafts of customers
processed by insured but drawn on or against them.
Mail Insurance (applies to all full service operations)
Provides indemnity for the following types of securities lost in the mails:
o Non-negotiable securities mailed to domestic locations via registered
mail.
o Non-negotiable securities mailed to domestic locations via first-class
or certified mail.
o Non-negotiable securities mailed to foreign locations via registered
mail.
o Negotiable securities mailed to all locations via registered mail.
16
Exhibit (m)(1)
Fund: The Japan Fund, Inc. (the "Fund")
--------------------
Class: Class B (the "Class")
-------
RULE 12b-1 PLAN
Pursuant to the provisions of Rule 12b-1 under the Investment Company
Act of 1940 (the "Act"), this Rule 12b-1 Plan (the "Plan") has been adopted for
the Fund for the Class (all as noted and defined above) by a majority of the
members of the Fund's Board of Directors (the "Board"), including a majority of
the Board members who are not "interested persons" of the Fund and who have no
direct or indirect financial interest in the operation of the Plan or in any
agreements related to the Plan (the "Qualified Board Members") at a meeting
called for the purpose of voting on this Plan.
1. Compensation. The Fund will pay to Kemper Distributors, Inc. ("KDI")
at the end of each calendar month a distribution services fee computed at the
annual rate of .75% of average daily net assets attributable to the Class
shares. KDI may compensate various financial service firms appointed by KDI
("Firms") in accordance with the provisions of the Fund's Underwriting and
Distribution Agreement (the "Distribution Agreement") for sales of shares at the
fee levels provided in the Fund's prospectus from time to time. KDI may pay
other commissions, fees or concessions to Firms, and may pay them to others in
its discretion, in such amounts as KDI shall determine from time to time. The
distribution services fee for the Class shall be based upon average daily net
assets of the Fund attributable to the Class and such fee shall be charged only
to the Class. For the month and year in which this Plan becomes effective or
terminates, there shall be an appropriate proration of the distribution services
fee set forth in Paragraph 1 hereof on the basis of the number of days that the
Plan and any agreements related to the Plan are in effect during the month and
year, respectively. The distribution services fee shall be in addition to and
shall not be reduced or offset by the amount of any contingent deferred sales
charge received by KDI.
2. Periodic Reporting. KDI shall prepare reports for the Board on a
quarterly basis for the Class showing amounts paid to the various Firms and such
other information as from time to time shall be reasonably requested by the
Board.
3. Continuance. This Plan shall continue in effect indefinitely,
provided that such continuance is approved at least annually by a vote of a
majority of the Board, and of the Qualified Board Members, cast in person at a
meeting called for such purpose or by vote of at least a majority of the
outstanding voting securities of the Class.
4. Termination. This Plan may be terminated at any time without penalty
with respect to the Class by vote of a majority of the Qualified Board Members
or by vote of the majority of the outstanding voting securities of the Class.
5. Amendment. This Plan may not be amended to increase materially the
amount to be paid to KDI by the Fund for distribution services with respect to
the Class without the vote of a majority of the outstanding voting securities of
the Class. All material amendments to this Plan must in any event be approved by
a vote of a majority of the Board, and of the Qualified Board
<PAGE>
Members, cast in person at a meeting called for such purpose.
6. Selection of Non-Interested Board Members. So long as this Plan is
in effect, the selection and nomination of those Board members who are not
interested persons of the Fund will be committed to the discretion of Board
members who are not themselves interested persons.
7. Recordkeeping. The Fund will preserve copies of this Plan, the
Distribution Agreement, and all reports made pursuant to Paragraph 2 above for a
period of not less than six (6) years from the date of this Plan, the
Distribution Agreement, or any such report, as the case may be, the first two
(2) years in an easily accessible place.
8. Limitation of Liability. Any obligation of the Fund hereunder shall
be binding only upon the assets of the Class and shall not be binding on any
Board member, officer, employee, agent, or shareholder of the Fund. Neither the
authorization of any action by the Board members or shareholders of the Fund nor
the adoption of the Plan on behalf of the Fund shall impose any liability upon
any Board member or upon any shareholder.
9. Definitions. The terms "interested person" and "vote of a majority
of the outstanding voting securities" shall have the meanings set forth in the
Act and the rules and regulations thereunder.
10. Severability; Separate Action. If any provision of this Plan shall
be held or made invalid by a court decision, rule or otherwise, the remainder of
this Plan shall not be affected thereby. Action shall be taken separately for
the Series or Class as the Act or the rules thereunder so require.
Dated: May 1, 2000
Exhibit (m)(2)
Fund: The Japan Fund, Inc. (the "Fund")
--------------------
Class: Class C (the "Class")
RULE 12b-1 PLAN
Pursuant to the provisions of Rule 12b-1 under the Investment Company
Act of 1940 (the "Act"), this Rule 12b-1 Plan (the "Plan") has been adopted for
the Fund, on behalf of the Series, for the Class (all as noted and defined
above) by a majority of the members of the Fund's Board (the "Board"), including
a majority of the Board members who are not "interested persons" of the Fund and
who have no direct or indirect financial interest in the operation of the Plan
or in any agreements related to the Plan (the "Qualified Board Members") at a
meeting called for the purpose of voting on this Plan.
1. Compensation. The Fund will pay to Kemper Distributors, Inc. ("KDI")
at the end of each calendar month a distribution services fee computed at the
annual rate of .75% of average daily net assets attributable to the Class
shares. KDI may compensate various financial service firms appointed by KDI
("Firms") in accordance with the provisions of the Fund's Underwriting and
Distribution Agreement (the "Distribution Agreement") for sales of shares at the
fee levels provided in the Fund's prospectus from time to time. KDI may pay
other commissions, fees or concessions to Firms, and may pay them to others in
its discretion, in such amounts as KDI shall determine from time to time. The
distribution services fee for the Class shall be based upon average daily net
assets of the Series attributable to the Class and such fee shall be charged
only to the Class. For the month and year in which this Plan becomes effective
or terminates, there shall be an appropriate proration of the distribution
services fee set forth in Paragraph 1 hereof on the basis of the number of days
that the Plan and any agreements related to the Plan are in effect during the
month and year, respectively. The distribution services fee shall be in addition
to and shall not be reduced or offset by the amount of any contingent deferred
sales charge received by KDI.
2. Periodic Reporting. KDI shall prepare reports for the Board on a
quarterly basis for the Class showing amounts paid to the various Firms and such
other information as from time to time shall be reasonably requested by the
Board.
3. Continuance. This Plan shall continue in effect indefinitely,
provided that such continuance is approved at least annually by a vote of a
majority of the Board, and of the Qualified Board Members, cast in person at a
meeting called for such purpose or by vote of at least a majority of the
outstanding voting securities of the Class.
4. Termination. This Plan may be terminated at any time without penalty
with respect to the Class by vote of a majority of the Qualified Board Members
or by vote of the majority of the outstanding voting securities of the Class.
5. Amendment. This Plan may not be amended to increase materially the
amount to be paid to KDI by the Fund for distribution services with respect to
the Class without the vote of a majority of the outstanding voting securities of
the Class. All material amendments to this Plan must in any event be approved by
a vote of a majority of the Board, and of the Qualified Board
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Members, cast in person at a meeting called for such purpose.
6. Selection of Non-Interested Board Members. So long as this Plan is
in effect, the selection and nomination of those Board members who are not
interested persons of the Fund will be committed to the discretion of Board
members who are not themselves interested persons.
7. Recordkeeping. The Fund will preserve copies of this Plan, the
Distribution Agreement, and all reports made pursuant to Paragraph 2 above for a
period of not less than six (6) years from the date of this Plan, the
Distribution Agreement, or any such report, as the case may be, the first two
(2) years in an easily accessible place.
8. Limitation of Liability. Any obligation of the Fund hereunder shall
be binding only upon the assets of the Class and shall not be binding on any
Board member, officer, employee, agent, or shareholder of the Fund. Neither the
authorization of any action by the Board members or shareholders of the Fund nor
the adoption of the Plan on behalf of the Fund shall impose any liability upon
any Board member or upon any shareholder.
9. Definitions. The terms "interested person" and "vote of a majority
of the outstanding voting securities" shall have the meanings set forth in the
Act and the rules and regulations thereunder.
10. Severability; Separate Action. If any provision of this Plan shall
be held or made invalid by a court decision, rule or otherwise, the remainder of
this Plan shall not be affected thereby. Action shall be taken separately for
the Series or Class as the Act or the rules thereunder so require.
Exhibit (n)
THE JAPAN FUND, INC.
MULTI-DISTRIBUTION SYSTEM PLAN
WHEREAS, The Japan Fund, Inc. is an open-end management investment
company registered under the Investment Company Act of 1940 (the "1940 Act");
WHEREAS, Scudder Kemper Investments, Inc. serves as investment adviser
and Kemper Distributors, Inc. or Scudder Investor Services, Inc. serves as
principal underwriter for the Fund;
WHEREAS, the Fund has a non-Rule 12b-1 administrative services
agreement providing for a service fee at an annual rate of up to .25% of average
daily net assets;
WHEREAS, the Fund has established a Multi-Distribution System enabling
the Fund, as more fully reflected in its prospectus, to offer investors the
option of purchasing shares (a) with a front-end sales load and a service fee
("Class A shares"); (b) without a front-end sales load, but subject to a
contingent deferred sales charge ("CDSC"), a Rule 12b-1 plan providing for a
distribution fee, and a service fee ("Class B shares'); (c) without a front-end
sales load, but subject to a CDSC, a Rule 12b-1 Plan providing for a
distribution fee, and a service fee ("Class C shares"); (d) without a front-end
sales load, a CDSC, a distribution fee or a service fee ("Class S shares"); and
(e) without a front-end sales load, a CDSC, a distribution fee or a service fee,
with lower minimum account size requirement ("AARP shares");
WHEREAS, Rule 18f-3 under the 1940 Act permits open-end management
investment companies to issue multiple classes of voting stock representing
interests in the same portfolio notwithstanding Sections 18(f)(1) and 18(i)
under the 1940 Act if, among other things, such investment companies adopt a
written plan setting forth the separate arrangement and expense allocation of
each class and any related conversion features or exchange privileges;
NOW, THEREFORE, the Fund, wishing to be governed by Rule 18f-3 under
the 1940 Act, hereby adopts this Multi-Distribution System Plan, as follows:
1. Each class of shares will represent interests in the same portfolio
of investments of the Fund, and be identical in all respects to each other
class, except as set forth below. The only differences among the various classes
of shares of the Fund will relate solely to: (a) different distribution fee
payments associated with any Rule 12b-1 Plan for a particular class of shares
and any other costs relating to implementing or amending such Rule 12b-1 Plan
(including obtaining shareholder approval of such Rule 12b-1 Plan or any
amendment thereto) which will be borne solely by shareholders of such classes;
(b) different service fees; (c) different shareholder servicing fees; (d)
different account minimums; (e) different class expenses, which will be limited
to the following expenses determined by the Fund board to be attributable to a
specific class of shares: (i) printing and postage expenses related to preparing
and distributing materials such as shareholder reports, prospectuses and proxy
statements to current shareholders of a specific class and related matters that
differ between classes; (ii) Securities and Exchange Commission registration
fees incurred by a specific class; (iii) litigation or other legal expenses
relating to a specific class; (iv) board member fees or expenses incurred as a
result of issues
<PAGE>
relating to a specific class; (v) accounting expenses relating to a specific
class; and (vi) transfer agency fees attributable to a certain class; (e) the
voting rights related to any Rule 12b-1 Plan affecting a specific class of
shares; (f) conversion features; (g) exchange privileges; and (h) class names or
designations. Any additional incremental expenses not specifically identified
above that are subsequently identified and determined to be properly applied to
one class of shares of the Fund shall be so applied upon approval by a majority
of the members of the Fund's board, including a majority of the board members
who are not interested persons of the Fund.
2. Under the Multi-Distribution System, certain expenses may be
attributable to the Fund, but not to a particular class thereof. All such
expenses will be borne by each class on the basis of the relative aggregate net
assets of the classes. Notwithstanding the foregoing, the underwriter, the
investment manager or other provider of services to the Fund may waive or
reimburse the expenses of a specific class or classes to the extent permitted
under Rule 18f-3 under the 1940 Act.
A class of shares may be permitted to bear expenses that are directly
attributable to that class including: (a) any distribution fees associated with
any Rule 12b-1 Plan for a particular class and any other costs relating to
implementing or amending such Rule 12b-1 Plan (including obtaining shareholder
approval of such Rule 12b-1 Plan or any amendment thereto); (b) any service fees
attributable to such class; (c) any shareholder servicing fees attributable to
such class; and (d) any class expenses determined by the Fund board to be
attributable to such class.
3. After a shareholder's Class B shares have been outstanding for six
years, they will automatically convert to Class A shares of the Fund at the
relative net asset values of the two classes and will thereafter not be subject
to a Rule 12b-1 Plan. Class B shares issued upon reinvestment of income and
capital gain dividends and other distributions will be converted to Class A
shares on a pro rata basis with the Class B shares.
4. Any conversion of shares of one class to shares of another class is
subject to the continuing availability of a ruling of the Internal Revenue
Service or an opinion of counsel to the effect that the conversion of shares
does not constitute a taxable event under federal income tax law. Any such
conversion may be suspended if such a ruling or opinion is no longer available.
5. Upon the direction of a holder of Class S shares or AARP Class
shares of the Fund, such shares will be converted to AARP Class shares or Class
S shares of the Fund, respectively, at the relative net asset value of the two
classes.
6. To the extent exchanges are permitted, shares of any class of the
Fund will be exchangeable with shares of the same class of another Fund, or with
money market fund shares as described in the applicable prospectus. Exchanges
will comply with all applicable provisions of Rule 11a-3 under the 1940 Act. For
purposes of calculating the time period remaining on the conversion of Class B
shares to Class A shares, Class B shares received on exchange retain their
original purchase date.
7. Dividends paid by the Fund as to each class of its shares, to the
extent any dividends are paid, will be calculated in the same manner, at the
same time, on the same day, and
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will be in the same amount; except that any distribution fees, service fees,
shareholder servicing fees and class expenses allocated to a class will be borne
exclusively by that class.
8. Any distribution arrangement of the Fund, including distribution
fees, front-end sales loads and CDSCs, will comply with Section 2830 of the
Conduct Rules of the National Association of Securities Dealers, Inc.
9. All material amendments to this Plan must be approved by a majority
of the members of the Fund's board, including a majority of the board members
who are not interested persons, as defined in the 1940 Act, of the Fund.
Dated: May 1, 2000
3
Exhibit(p)(2)
FUND
CODE OF ETHICS
--------------
While affirming its confidence in the integrity and good faith of all
of its officers and directors (references to a "director" apply to a trustee if
the Fund is a business trust), the Fund recognizes that the knowledge of present
or future portfolio transactions and, in certain instances, the power to
influence portfolio transactions which may be possessed by certain of its
officers and directors could place such individuals, if they engage in personal
securities transactions, in a position where their personal interests may
conflict with that of the Fund. In view of this and of the provisions of Rule
17j-1(b)(1) under the Investment Company Act of 1940 ("1940 Act"), the Fund has
determined to adopt this Code of Ethics to specify and prohibit certain types of
personal securities transactions that may create conflicts of interest and to
establish reporting requirements and enforcement procedures.
This Code is divided into three parts. The first part contains
provisions applicable to officers, directors and portfolio managers who are
directors, officers or employees of Scudder Kemper Investments, Inc. (or an
affiliate thereof) which is the investment adviser to the Fund (the "Adviser");
the second part pertains to directors and honorary directors unaffiliated with
the Adviser; and the third part contains record-keeping and other provisions.
The Adviser imposes stringent reporting requirements and restrictions
on the personal securities transactions of its personnel. The Fund has
determined that the high standards established by the Adviser may be
appropriately applied by the Fund to its officers and portfolio managers (all of
whom are affiliated with the Adviser) and those of its directors who are
affiliated with the Adviser and, accordingly, may have frequent opportunities
for knowledge of and, in some cases, influence over, Fund portfolio
transactions.
In the experience of the Fund, directors and honorary directors who are
unaffiliated with the Adviser have comparatively less current knowledge and
considerably less influence over specific purchases and sales of securities by
the Fund. Therefore, this Code contains separate provisions applicable to
unaffiliated directors.
I. Rules Applicable to Fund Officers, Directors and Portfolio Managers
Employed by the Adviser or by an Affiliate thereof.
A. Incorporation of Adviser's Code of Ethics.
------------------------------------------
(1) Part 2, Part 6 and Part 10 of the Adviser's Code of
Ethics, which is attached as Appendix A hereto, are hereby
incorporated herein by reference as the Fund's Code of Ethics
applicable to officers, directors and portfolio managers of
the Fund who are directors, officers or employees of the
Adviser or an affiliate thereof.
(2) A violation of Part 2 or Part 6 of the Adviser's Code of
Ethics shall constitute a violation of the Fund's Code.
<PAGE>
B. Reports.
--------
(1) Officers, directors and portfolio managers of the Fund who
are directors, officers or employees of the Adviser shall file
the reports required under the Adviser's Code of Ethics with a
Fund officer designated from time to time by the board of
directors to receive such reports (the "Review Officer"), who
shall be an officer of the Fund.
(2) The Review Officer shall submit confidential quarterly
reports with respect to his/her personal securities
transactions to an officer designated to receive his/her
reports ("Alternate Review Officer"), who shall act in all
respects in the manner prescribed herein for the Review
Officer.
(3) A report filed with the Review Officer (or in the case of
a report of the Review Officer, with the Alternate Review
Officer) shall be deemed to be filed with each of the
registered investment companies sponsored and/or managed by
the Adviser of which the reporting individual is an officer,
director, trustee or portfolio manager for which such officer
acts as Review Officer.
C. Review.
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(1) The Review Officer shall compare the reported personal
holdings and personal securities transactions with completed
and contemplated portfolio transactions of the Fund to
determine whether a violation of this Code may have occurred.
Before making any determination that a violation has been
committed by any person, the Review Officer shall give such
person an opportunity to supply additional explanatory
material.
(2) If the Review Officer determines that a violation of this
Code has or may have occurred, he/she shall submit his/her
written determination, together with the confidential
quarterly report and any additional explanatory material
provided by the individual to the President of the Fund, who
shall make an independent determination of whether a violation
has occurred.
D. Sanctions.
----------
(1) If the President finds that a violation has occurred,
he/she shall impose upon the individual such sanctions as he
or she deems appropriate and shall report the violation and
the sanction imposed to the board of directors of the Fund.
The sanctions that may be imposed hereunder include, without
limitation, reversing the improper personal securities
transaction and/or disgorging any profit realized, censure,
imposition of restrictions on personal trading, fines, and
termination of employment.
(2) No person shall participate in a determination of whether
he/she has committed a violation of the Code or of the
imposition of any sanction against
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himself. If a securities transaction of the President is under
consideration, the Chairman of the Board or, in the absence of
a Chairman of the Board, the Executive Vice President or, in
the absence of an Executive Vice President, any Vice President
shall act in all respects in the manner prescribed herein for
the President.
II. Rules Applicable to Unaffiliated Directors and Honorary Directors.
------------------------------------------------------------------
A. Definitions.
------------
(1) "Beneficial ownership" shall be interpreted in the same
manner as it would be in determining whether a person is
subject to the provisions of Section 16 of the Securities
Exchange Act of 1934 and the rules and regulations thereunder,
except that the determination of direct or indirect beneficial
ownership shall apply to all securities which an unaffiliated
director has or acquires. Application of this definition is
explained in more detail in the Adviser's Code of Ethics, set
forth as Appendix A hereto.
(2) "Control" shall have the same meaning as that set forth in
Section 2(a)(9) of the 1940 Act. Section 2(a)(9) provides in
general that "control" means the power to exercise a
controlling influence over the management or policies of a
company, unless such power is solely the result of an official
position with such company.
(3) "Disinterested director" means a director or honorary
director of the Fund who is not an "interested person" of the
Fund within the meaning of Section 2(a)(19) of the 1940 Act.
(4) "Purchase or sale of a security" includes, among other
things, the writing of an option to purchase or sell a
security.
(5) "Security" shall have the same meaning as that set forth
in Section 2(a)(36) of the 1940 Act (in effect, all
securities), except that it shall not include direct
obligations issued or guaranteed by the United States,
bankers' acceptances, bank certificates of deposit, commercial
paper, other high quality short-term debt instruments and
shares of registered open-end investment companies. The term
"security" includes any separate security which is convertible
into, exchangeable for or which carries a right to purchase a
security.
(6) "Unaffiliated director" means, for purposes of this Code,
a director or honorary director of the Fund who is not a
director, officer or employee of the Adviser or an affiliate
thereof.
B. Prohibited Purchases and Sales.
-------------------------------
No unaffiliated director shall purchase or sell, directly or
indirectly, any security in which he/she has or by reason of
such transaction acquires, any direct or
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<PAGE>
indirect beneficial ownership and which to his/her actual
knowledge at the time of such purchase or sale:
(1) is being considered for purchase or sale by the Fund or
the Adviser, or was being so considered, within the most
recent 15 days; or
(2) is being purchased or sold by the Fund or was purchased or
sold by the Fund within the most recent 15 days.
A security will be deemed "being considered for purchase or
sale" when a recommendation formulated by the Adviser to
purchase or sell a security has been communicated to a Fund
portfolio manager.
C. Preclearance.
-------------
Unaffiliated directors are not generally required to preclear
their personal trades. In the event any such director has,
however, within the 15 days prior to the personal trade he/she
is considering, discussed (other than discussions held during
the course of Fund board meetings) a specific security or
company with a Fund officer or other person in a position to
know about contemplated Fund transactions, preclearance with
the Pre-Clearing Officer or Alternate Pre-Clearing Officer is
required prior to trading such security or in any other
security issued by such company.
D. Exempted Transactions.
----------------------
The Prohibitions of Section IIB and the procedures designated
in Section C of this Code shall not apply to:
(1) purchases or sales effected in any account over which the
unaffiliated director has no direct or indirect influence or
control;
(2) purchases or sales which are non-volitional on the part of
either the unaffiliated director or the Fund;
(3) purchases which are part of an automatic dividend
reinvestment plan;
(4) purchases effected upon the exercise of rights issued by
an issuer pro rata to all holders of a class of its
securities, to the extent such rights were acquired from such
issuer, and sales of such rights so acquired;
(5) purchases or sales of securities which are not permitted
to be held or acquired by the Fund, provided that the
securities that are the subject of the transaction are not
convertible or exercisable into securities which are permitted
to be held or acquired by the Fund; and
4
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(6) purchases or sales previously approved and confirmed in
writing by the Pre-Clearing Officer or Alternate Pre-Clearing
Officer appointed from time to time by the Board for this
purpose.
If in doubt, directors should discuss their situations with
the Review Officer prior to relying on one of the exceptions
listed above.
E. Reporting.
----------
(1) Every unaffiliated director who is not a disinterested
director shall file with the Review Officer a report
containing the information described below in Section IIE(3)
of this Code with respect to transactions in any security in
which such person has, or by reason of such transaction
acquires, any direct or indirect beneficial ownership, whether
or not one of the exemptions listed in IID applies; provided,
however, that no person shall be required to make a report
with respect to (i) transactions effected for any account over
which such person does not have any direct or indirect
influence or control, or (ii) transactions in securities which
are not permitted to be held or acquired by the Fund, provided
that the securities that are the subject of the transaction
are not convertible or exercisable into securities which are
permitted to be held or acquired by the Fund. Each such
director shall file with the Review Officer a report
containing the information described in Section IE(6) below.
(2) Disinterested directors do not need to report personal
security transactions except in the circumstances noted in
this paragraph. Every disinterested director shall file with
the Review Officer a report containing the information
described in Section IIE(3) of this Code with respect to
transactions in any security in which such disinterested
director has, or by reason of such transaction acquires, any
direct or indirect beneficial ownership, whether or not one of
the exemptions listed in Section IID applies, if such director
at the time of that transaction, knew or, in the ordinary
course of fulfilling his/her official duties as a director of
the Fund, should have known that, during the 15-day period
immediately preceding or after the date of the transaction by
the director: (i) such security was purchased or sold by the
Fund; or (ii) such security was being considered for purchase
or sale by the Fund or the Adviser; provided, however, that a
disinterested director shall not be required to make a report
with respect to (a) transactions effected for any account over
which such person does not have any direct or indirect
influence or control, or (b) transactions in securities which
are not permitted to be held or acquired by the Fund, provided
that the securities that are the subject of the transaction
are not convertible or exercisable into securities which are
permitted to be held or acquired by the Fund.
(3) Every transaction report shall be made not later than 10
days after the end of the calendar quarter in which the
transaction to which the report relates was effected, and
shall contain the following information:
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(a) the date of the transaction, the title and the
number of shares, interest rate and maturity (if
applicable) and the principal amount of each security
involved;
(b) the nature of the transaction (i.e., purchase,
sale or any other type of acquisition or
disposition);
(c) the price at which the transaction was effected;
and
(d) the name of the broker, dealer or bank with or
through whom the transaction was effected.
(4) Every report concerning a purchase or sale, including
those prohibited under Section IIB hereof, with respect to
which the reporting person relies upon one of the exemptions
provided in Section IID shall contain a brief statement of the
exemption relied upon and the circumstances of the
transaction.
(5) Any such report may contain a statement that the report
shall not be construed as an admission by the person making
such report that he/she has any direct or indirect beneficial
ownership in the security to which the report relates.
(6) Within ten (10) days of commencing service as a director,
each unaffiliated director who is not disinterested must
disclose all holdings of securities (as defined above) in
which he has beneficial ownership. Interested directors must
file a report even if they have no holdings. Such report shall
include the title, number of shares and principal amount of
each security. Interested directors shall submit an Annual
Statement of Securities Holdings as part of the annual ethics
questionnaire.
F. Review.
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(1) The Review Officer shall compare the reported personal
holdings and personal securities transactions with completed
and contemplated portfolio transactions of the Fund to
determine whether any transactions ("Reviewable Transactions")
listed in Section IIB (disregarding exemptions provided by
Section IID(1) through (6)) may have occurred.
(2) If the Review Officer determines that a Reviewable
Transaction may have occurred, he/she shall submit the report
and pertinent information concerning completed or contemplated
portfolio transactions of the Fund to counsel for the
unaffiliated directors. Such counsel shall determine whether a
violation of this Code may have occurred, taking into account
all the exemptions provided under Section IID. Before making
any determination that a violation has been committed by an
unaffiliated director, such counsel shall give such person an
opportunity to supply additional information regarding the
transaction in question.
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G. Sanctions.
----------
If such counsel determines that a violation of this Code has
occurred, such counsel shall so advise the President of the
Fund and a committee consisting of the unaffiliated directors,
other than the person whose transaction is under
consideration, and shall provide the committee with the
report, the record of pertinent actual or contemplated
portfolio transactions of the Fund and any additional material
supplied by such person. The committee, at its option, shall
either impose such sanction as it deems appropriate or refer
the matter to the board of directors, which shall impose such
sanctions as are deemed appropriate. The sanctions that may be
imposed hereunder include, without limitation, reversing the
improper personal securities transaction and/or disgorging any
profit realized, censure, imposition of restrictions on
personal trading and fines.
III. Miscellaneous.
--------------
A. Amendments to Adviser's Code of Ethics.
---------------------------------------
Any amendment to Part 2, Part 6 or Part 10 of the Adviser's
Code of Ethics shall be deemed an amendment to Section IA of
this Code provided that any material amendment to the
Adviser's Code of Ethics must be approved by the board of
directors within six (6) months of the change.
B. The officers of the Fund or their designees will report
annually to the board of directors concerning material issues
arising under the Code, existing procedures and any material
changes to those procedures, as well as any instances
requiring significant remedial action during the past year
which related to that Fund. Such report shall be in writing
and include any certification required by law. Such report may
be made jointly with the report provided by the Adviser
pursuant to the Code or, if made separately, need not
duplicate information provided in the Adviser's report.
C. Records.
--------
The Fund shall maintain records in the manner and to the
extent set forth below, which records may be maintained on
microfilm or such other permitted medium under the conditions
described in Rule 31a-2(f)(1) under the 1940 Act and shall be
available for examination by representatives of the Securities
and Exchange Commission.
(1) A copy of this Code and any other code which is, or at any
time within the past five years has been, in effect shall be
preserved in an easily accessible place;
(2) A record of any violation of such code(s) of ethics and of
any action taken as a result of such violation shall be
preserved in an easily accessible place for a period of not
less than five years following the end of the fiscal year in
which the violation occurs;
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(3) A copy of each report made by an officer or director
pursuant to such code(s) of ethics shall be preserved for a
period of not less than five years from the end of the fiscal
year in which it is made, the first two years in an easily
accessible place;
(4) A list of all persons who are, or within the past five
years have been, required to make reports pursuant to such
code(s) of ethics shall be maintained in an easily accessible
place;
(5) A list of names of all persons who are, or within the past
five years, have been responsible for reviewing any
transaction and holdings reports filed pursuant to such
code(s); and
(6) A copy of each report made to the Fund directors pursuant
to such code(s) must be maintained for at least five (5) years
after the end of the fiscal year in which it was made, the
first two (2) years in an easily accessible place.
D. Confidentiality.
----------------
All reports of securities transactions and any other
information filed with the Fund pursuant to this Code shall be
treated as confidential, except as otherwise provided herein.
E. Interpretation of Provisions.
-----------------------------
The board of directors may from time to time adopt such
interpretations of this Code as it deems appropriate.
8
