PLEASE READ THIS DOCUMENT AND THE AGREEMENT CAREFULLY.
(This document is delivered to you at the time of conclusion of this
contract pursuant to Article 15 of the Law Regulating Securities Investment
Advisory Business.)
APPENDIX NO. 9
to the Services Agreement by and between
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Asset & Investment Trust Management Co., Limited
(Registration number of Investment Advisor:
Director General of the Kanto Financial Bureau No. 152,
Authorization number: Minister of Finance No. 118)
and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Investment Management Inc.
dated as of February 15, 2002 (the "Agreement")
PORTFOLIO NAME: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ASIA-PACIFIC FUND, INC.
PART A. PORTFOLIO DETAILS
Client Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Asia-Pacific Fund, Inc.
Account number: MASPJ
Date of Management Agreement: May 13, 1997
Power of delegation:
Governing law and jurisdiction: Japan
Effective date of delegation to Adviser: August 11, 2003
Fund Manager: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
PART B. SERVICES REQUESTED HEREBY (SPECIFY "ADVISORY SERVICES" OR "DISCRETIONARY
MANAGEMENT SERVICES"): DISCRETIONARY MANAGEMENT SERVICES
DUTIES RETAINED BY THE MANAGER: ALL OTHER
The Agreement shall become effective as of the date first above written and
shall remain in force until the date of termination of the investment management
agreement between the Fund and the Manager (the "Management Agreement") (but not
later than two years after the date hereof) and thereafter, but only so long as
such continuance is specifically approved at least annually by (i) the Directors
of the Fund or by the vote of a majority of the outstanding voting securities of
the Fund and (ii) a majority of those Directors who are not parties to the
Management Agreement or interested persons of any such party cast in person at a
meeting called for the purpose of voting on such approval.
The Agreement may be terminated at any time, without the payment of any penalty,
by the Manager or by vote of a majority of the outstanding voting securities of
the Fund, or by the Adviser, on sixty days' written notice to the other party.
The Agreement shall automatically terminate in the event of its assignment or in
the event of the termination of the Management Agreement.
The Agreement may be amended by the parties only if such amendment is
specifically approved by (i) the Directors of the Fund or by the vote of a
majority of outstanding voting securities of the Fund and (ii) a
AMR #197884-v2
majority of those Directors who are not parties to the Agreement or interested
persons of any such party cast in person at a meeting called for the purpose of
voting on such approval.
The terms "vote of a majority of the outstanding voting securities,"
"assignment," "affiliated person" and "interested person" used in this
Agreement, shall have the respective meanings specified in the Investment
Company Act of 1940, as amended, and the rules and regulations thereunder,
subject, however, to such exemptions as may be granted by the Securities and
Exchange Commission under said Act.
The attachment(s) to this Appendix (which is/are incorporated herein by
reference) contain(s) the investment guidelines and restrictions and any other
matters of which the Adviser needs to be aware to perform its obligations in
relation to the Fund. Except as specified herein, the terms and conditions of
the Agreement shall govern the obligations of the Manager and the Adviser with
respect to the Fund.
FEES:
The fees payable to the Adviser by the Manager shall be such amount as is agreed
from time to time by the Adviser and the Manager, but not to exceed the amount
paid by the Fund to the Manager. The fee currently paid by Manager the to the
Adviser is set forth on Schedule A to this Appendix, as may be amended from time
to time.
PREFERENTIAL RIGHT TO BUSINESS BOND:
Parties to investment advisory agreements or discretionary investment agreements
with the Adviser named herein have a preferential right over other creditors to
the business bond deposited by the Adviser with respect to any claims arising
from this Appendix or the Agreement.
As Manager, the undersigned hereby requests Services described herein:
MANAGER
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Investment Management Inc.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: President
We acknowledge and agree to provide the Services described herein, as Adviser:
ADVISER
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Asset & Investment Trust Management Co., Limited
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President and
Representative Director
SCHEDULE A
AS OF JUNE 30, 2009
NAME OF FUND FEE
--------------------------------- --------------------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Asia-Pacific Fund, The Fund may have portfolio managers from
Inc. one or more sub-advisers. Subject to the
split described in the next sentence, the
Manager will pay to the Adviser and any
other sub-adviser, collectively, on a
monthly basis an aggregate amount equal to
54% of the net advisory fees the Manager
receives from the Fund during such period,
after taking into account any fee waivers
(the "Eligible Allocation"). The Eligible
Allocation shall be split among the Adviser
and any other sub-adviser based on the
relative percentage of assets under
management of the Fund managed by each of
the Adviser and any other sub-adviser, as
may be determined periodically.
Sch. A-1
