FORM OF
TANAKA FUNDS, INC.
ADMINISTRATION AGREEMENT
AGREEMENT made as of the ___ day of _________, 1998, by and between
TANAKA Funds, Inc., a Maryland corporation, with its principal office and place
of business at Two ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ (the "Corporation"),
and Forum Administrative Services, LLC, a Delaware limited liability company
with its principal office and place of business at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ ("Forum").
WHEREAS, the Corporation is registered under the Investment Company Act
of 1940, as amended (the "1940 Act"), as an open-end management investment
company and may issue its shares of beneficial interest, no par value (the
"Shares"), in separate series and classes; and
WHEREAS, the Corporation offers shares in various series as listed in
Appendix A hereto (each such series, together with all other series subsequently
established by the Corporation and made subject to this Agreement in accordance
with Section 6, being herein referred to as a "Fund," and collectively as the
"Funds") and the Corporation offers shares of various classes of each Fund as
listed in Appendix A hereto (each such class together with all other classes
subsequently established by the Corporation in a Fund being herein referred to
as a "Class," and collectively as the "Classes"); and
WHEREAS, the Corporation desires that Forum perform certain
administrative services for each Fund and Class thereof and Forum is willing to
provide those services on the terms and conditions set forth in this Agreement;
NOW THEREFORE, for and in consideration of the mutual covenants and
agreements contained herein, the Corporation and Forum hereby agree as follows:
SECTION 1. APPOINTMENT; DELIVERY OF DOCUMENTS
(a) The Corporation hereby appoints Forum, and Forum hereby agrees, to
act as administrator of the Corporation for the period and on the terms set
forth in this Agreement.
(b) In connection therewith, the Corporation has delivered to Forum
copies of (i) the Corporation's Articles of Incorporation and Bylaws
(collectively, as amended from time to time, "Organic Documents"), (ii) the
Corporation's Registration Statement and all amendments thereto filed with the
U.S. Securities and Exchange Commission ("SEC") pursuant to the Securities Act
of 1933, as amended (the "Securities Act"), or the 1940 Act (the "Registration
Statement"), (iii) the Corporation's current Prospectus and Statement of
Additional Information of each Fund (collectively, as currently in effect and as
amended or supplemented, the "Prospectus"), (iv) each current plan of
distribution or similar document adopted by the Corporation under Rule 12b-1
under the 1940 Act ("Plan") and each current shareholder service plan or similar
document adopted by the Corporation ("Service Plan"), and (iv) all procedures
adopted by the Corporation
with respect to the Funds (i.e., repurchase agreement procedures), and shall
promptly furnish Forum with all amendments of or supplements to the foregoing.
The Corporation shall deliver to Forum a certified copy of the resolution of the
Board of Directors of the Corporation (the "Board") appointing Forum and
authorizing the execution and delivery of this Agreement.
SECTION 2. DUTIES OF FORUM AND THE CORPORATION
(a) Subject to the direction and control of the Board, Forum shall
manage all aspects of the Corporation's operations with respect to the Funds
except those that are the responsibility of any other service provider hired by
the Corporation, all in such manner and to such extent as may be authorized by
the Board.
(b) With respect to the Corporation or each Fund, as applicable, Forum
shall:
(i) at the Corporation's expense, provide the Corporation with, or
arrange for the provision of, the services of persons competent to
perform such legal, administrative and clerical functions not otherwise
described in this Section 2(b) as are necessary to provide effective
operation of the Corporation;
(ii) oversee (A) the preparation and maintenance by the Corporation's
custodian, transfer agent, dividend disbursing agent and fund
accountant in such form, for such periods and in such locations as may
be required by applicable United States law, of all documents and
records relating to the operation of the Corporation required to be
prepared or maintained by the Corporation or its agents pursuant to
applicable law; (B) the reconciliation of account information and
balances among the Corporation's custodian, transfer agent, dividend
disbursing agent and fund accountant; (C) the transmission of purchase
and redemption orders for Shares; and (D) the performance of fund
accounting, including the calculation of the net asset value of the
Shares;
(iii) oversee the performance of administrative and professional
services rendered to the Corporation by others, including its
custodian, transfer agent and dividend disbursing agent as well as
legal, auditing, shareholder servicing and other services performed for
the Funds;
(iv) file or oversee the filing of each document required to be filed
by the Corporation in either written or, if required, electronic format
(e.g., electronic data gathering analysis and retrieval system or
"▇▇▇▇▇") with the SEC;
(v) assist in and oversee the preparation, filing and printing and the
periodic updating of the Registration Statement and Prospectuses;
(vi) oversee the preparation and filing of the Corporation's tax
returns;
(vii) oversee the preparation of financial statements and related
reports to the Corporation's shareholders, the SEC and state and other
securities administrators;
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(viii) assist in and oversee the preparation and printing of proxy and
information statements and any other communications to shareholders;
(ix) provide the Corporation with adequate general office space and
facilities and provide persons suitable to the Board to serve as
officers of the Corporation;
(x) assist the investment advisers in monitoring Fund holdings for
compliance with Prospectus investment restrictions and assist in
preparation of periodic compliance reports, as applicable;
(xi) prepare, file and maintain the Corporation's Organic Documents and
minutes of meetings of Directors, Board committees and shareholders;
(xii) with the cooperation of the outside counsel to the Corporation,
investment advisers, the officers of the Corporation and other relevant
parties, prepare and disseminate materials for meetings of the Board,
as applicable;
(xiii) maintain the Corporation's existence and good standing under
applicable state law;
(xiv) monitor sales of Shares, ensure that the Shares are properly and
duly registered with the SEC and register, or prepare applicable
filings with respect to, the Shares with the various state and other
securities commissions;
(xv) oversee the calculation of performance data for dissemination to
information services covering the investment company industry, for
sales literature of the Corporation and other appropriate purposes;
(xvi) oversee the determination of the amount of and supervise the
declaration of dividends and other distributions to shareholders as
necessary to, among other things, maintain the qualification of each
Fund as a regulated investment company under the Internal Revenue Code
of 1986, as amended (the "Code"), and prepare and distribute to
appropriate parties notices announcing the declaration of dividends and
other distributions to shareholders;
(xvii) advise the Corporation and the Board on matters concerning the
Corporation and its affairs;
(xviii) calculate, review and account for Fund expenses and report on
Fund expenses on a periodic basis;
(xix) authorize the payment of Corporation expenses and pay, from
Corporation assets, all bills of the Corporation;
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(xx) prepare Fund budgets, pro-forma financial statements, expense and
profit/loss projections and fee waiver/expense reimbursement
projections on a periodic basis;
(xxi) prepare financial statement expense information;
(xxii) assist the Corporation in the selection of other service
providers, such as independent accountants, law firms and proxy
solicitors; and
(xxiii) perform such other recordkeeping, reporting and other tasks as
may be specified from time to time in the procedures adopted by the
Board; provided, that Forum need not begin performing any such task
except upon 65 days' notice and pursuant to mutually acceptable
compensation agreements.
(c) Forum shall provide such other services and assistance relating to
the affairs of the Corporation as the Corporation may, from time to time,
reasonably request pursuant to mutually acceptable compensation agreements. In
addition, the lawyers who are employed by Forum or its affiliates shall provide
any of the legal services identified in Appendix C hereto to the Corporation,
subject to satisfaction of the conditions contained in Section 9(c) and to the
consents and waivers by the Corporation and Forum of any general conflict of
interest existing as a result of the provision of those services. Forum shall
not charge the Corporation for providing the legal services identified in
Appendix C, except for those matters designated as Special Legal Services, as to
which Forum may charge, and, subject to review and approval by the Chairman of
the Audit Committee or outside counsel to the Corporation, the Corporation shall
pay, an additional amount as reimbursement of the cost to Forum of providing the
Special Legal Services. Nothing in this Agreement shall require Forum to provide
any of the services listed in Appendix C, and each of those services may be
performed by an outside vendor if appropriate in the judgment of Forum or the
Corporation.
(d) Forum shall maintain records relating to its services, such as
journals, ledger accounts and other records, as are required to be maintained
under the 1940 Act and Rule 31a-1 thereunder. The books and records pertaining
to the Corporation that are in possession of Forum shall be the property of the
Corporation. The Corporation, or the Corporation's authorized representatives,
shall have access to such books and records at all times during Forum's normal
business hours. Upon the reasonable request of the Corporation, copies of any
such books and records shall be provided promptly by Forum to the Corporation or
the Corporation's authorized representatives. In the event the Corporation
designates a successor that assumes any of Forum's obligations hereunder, Forum
shall, at the expense and direction of the Corporation, transfer to such
successor all relevant books, records and other data established or maintained
by Forum under this Agreement.
(e) Nothing contained herein shall be construed to require Forum to
perform any service that could cause Forum to be deemed an investment adviser
for purposes of the 1940 Act or the Investment Advisers Act of 1940, as amended,
or that could cause a Fund to act in contravention of the Fund's Prospectus or
any provision of the 1940 Act. Except with respect to Forum's duties as set
forth in this Section 2 and except as otherwise specifically provided herein,
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the Corporation assumes all responsibility for ensuring that the Corporation
complies with all applicable requirements of the Securities Act, the 1940 Act
and any laws, rules and regulations of governmental authorities with
jurisdiction over the Corporation. All references to any law in this Agreement
shall be deemed to include reference to the applicable rules and regulations
promulgated under authority of the law and all official interpretations of such
law or rules or regulations.
(f) In order for Forum to perform the services required by this Section
2, the Corporation (i) shall cause all service providers to the Corporation to
furnish any and all information to Forum, and assist Forum as may be required
and (ii) shall ensure that Forum has access to all records and documents
maintained by the Corporation or any service provider to the Corporation.
SECTION 3. STANDARD OF CARE AND RELIANCE
(a) Forum shall be under no duty to take any action except as
specifically set forth herein or as may be specifically agreed to by Forum in
writing. Forum shall use its best judgment and efforts in rendering the services
described in this Agreement. Forum shall not be liable to the Corporation or any
of the Corporation's shareholders for any action or inaction of Forum relating
to any event whatsoever in the absence of bad faith, willful misfeasance or
gross negligence in the performance of Forum's duties or obligations under this
Agreement or by reason of Forum's reckless disregard of its duties and
obligations under this Agreement.
(b) The Corporation agrees to indemnify and hold harmless Forum, its
employees, agents, directors, officers and managers and any person who controls
Forum within the meaning of section 15 of the Securities Act or section 20 of
the Securities Exchange Act of 1934, as amended, ("Forum Indemnitees") against
and from any and all claims, demands, actions, suits, judgments, liabilities,
losses, damages, costs, charges, reasonable counsel fees and other expenses of
every nature and character arising out of or in any way related to Forum's
actions taken or failures to act with respect to a Fund that are consistent with
the standard of care set forth in Section 3(a) or based, if applicable, on good
faith reliance upon an item described in Section 3(d) (a "Claim"). The
Corporation shall not be required to indemnify any Forum Indemnitee if, prior to
confessing any Claim against the Forum Indemnitee, Forum or the Forum Indemnitee
does not give the Corporation written notice of and reasonable opportunity to
defend against the claim in its own name or in the name of the Forum Indemnitee.
(c) Forum agrees to indemnify and hold harmless the Corporation, its
employees, agents, directors and officers against and from any and all claims,
demands, actions, suits, judgments, liabilities, losses, damages, costs,
charges, reasonable counsel fees and other expenses of every nature and
character arising out of Forum's actions taken or failures to act with respect
to a Fund that are not consistent with the standard of care set forth in Section
3(a). Forum shall not be required to indemnify the Corporation if, prior to
confessing any Claim against the Corporation, the Corporation does not give
Forum written notice of and reasonable opportunity to defend against the claim
in its own name or in the name of the Corporation.
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(d) A Forum Indemnitee shall not be liable for any action taken or
failure to act in good faith reliance upon:
(i) the advice of the Corporation or of counsel, who may be counsel to
the Corporation or counsel to Forum, and upon statements of
accountants, brokers and other persons reasonably believed in good
faith by Forum to be experts in the matter upon which they are
consulted;
(ii) any oral instruction which it receives and which it reasonably
believes in good faith was transmitted by the person or persons
authorized by the Board to give such oral instruction. Forum shall have
no duty or obligation to make any inquiry or effort of certification of
such oral instruction;
(iii) any written instruction or certified copy of any resolution of
the Board, and Forum may rely upon the genuineness of any such document
or copy thereof reasonably believed in good faith by Forum to have been
validly executed; or
(iv) any signature, instruction, request, letter of transmittal,
certificate, opinion of counsel, statement, instrument, report, notice,
consent, order, or other document reasonably believed in good faith by
Forum to be genuine and to have been signed or presented by the
Corporation or other proper party or parties;
and no Forum Indemnitee shall be under any duty or obligation to inquire into
the validity or invalidity or authority or lack thereof of any statement, oral
or written instruction, resolution, signature, request, letter of transmittal,
certificate, opinion of counsel, instrument, report, notice, consent, order, or
any other document or instrument which Forum reasonably believes in good faith
to be genuine.
(e) Forum shall not be liable for the errors of other service providers
to the Corporation including the errors of printing services (other than to
pursue all reasonable claims against the pricing service based on the pricing
services' standard contracts entered into by Forum) and errors in information
provided by an investment adviser (including prices and pricing formulas and the
untimely transmission of trade information), custodian or transfer agent to the
Corporation.
SECTION 4. COMPENSATION AND EXPENSES
(a) In consideration of the administrative services provided by Forum
pursuant to this Agreement, the Corporation shall pay Forum, with respect to
each Class of each of the Funds, the fees set forth in Appendix B hereto. These
fees shall be accrued by the Corporation daily and shall be payable monthly in
arrears on the first day of each calendar month for services performed under
this Agreement during the prior calendar month.
If fees begin to accrue in the middle of a month or if this Agreement
terminates before the end of any month, all fees for the period from that date
to the end of that month or from the
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beginning of that month to the date of termination, as the case may be, shall be
prorated according to the proportion that the period bears to the full month in
which the effectiveness or termination occurs. Upon the termination of this
Agreement with respect to a Fund, the Corporation shall pay to Forum such
compensation as shall be payable prior to the effective date of termination.
(b) Notwithstanding anything in this Agreement to the contrary, Forum
and its affiliated persons may receive compensation or reimbursement from the
Corporation with respect to (i) the provision of services on behalf of the Funds
in accordance with any Plan or Service Plan, (ii) the provision of shareholder
support or other services, (iii) service as a director or officer of the
Corporation and (iv) services to the Corporation, which may include the types of
services described in this Agreement, with respect to the creation of any Fund
and the start-up of the Fund's operations.
(c) The Corporation shall be responsible for and assumes the obligation
for payment of all of its expenses, including: (a) the fee payable under this
Agreement; (b) the fees payable to each investment adviser under an agreement
between the investment adviser and the Corporation; (c) expenses of issue,
repurchase and redemption of Shares; (d) interest charges, taxes and brokerage
fees and commissions; (e) premiums of insurance for the Corporation, its
directors and officers and fidelity bond premiums; (f) fees, interest charges
and expenses of third parties, including the Corporation's independent
accountant, custodian, transfer agent, dividend disbursing agent and fund
accountant; (g) fees of pricing, interest, dividend, credit and other reporting
services; (h) costs of membership in trade associations; (i) telecommunications
expenses; (j) funds transmission expenses; (k) auditing, legal and compliance
expenses; (l) costs of forming the Corporation and maintaining its existence;
(m) costs of preparing, filing and printing the Corporation's Prospectuses,
subscription application forms and shareholder reports and other communications
and delivering them to existing shareholders, whether of record or beneficial;
(n) expenses of meetings of shareholders and proxy solicitations therefor; (o)
costs of maintaining books of original entry for portfolio and fund accounting
and other required books and accounts, of calculating the net asset value of
Shares and of preparing tax returns; (p) costs of reproduction, stationery,
supplies and postage; (q) fees and expenses of the Corporation's directors; (r)
compensation of the Corporation's officers and employees and costs of other
personnel (who may be employees of the investment adviser, Forum or their
respective affiliated persons) performing services for the Corporation; (s)
costs of Board, Board committee, shareholder and other corporate meetings; (t)
SEC registration fees and related expenses; (u) state, territory or foreign
securities laws registration fees and related expenses; and (v) all fees and
expenses paid by the Corporation in accordance with any Plan or Service Plan or
agreement related to similar manners.
(d) Should the Corporation exercise its right to terminate this
Agreement, the Corporation, on behalf of the applicable Fund, shall reimburse
Forum for all out-of-pocket expenses and employee time (at 150% of salary)
associated with the copying and movement of records and material to any
successor person and providing assistance to any successor person in the
establishment of the accounts and records necessary to carry out the successor's
responsibilities.
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SECTION 5. EFFECTIVENESS, DURATION, TERMINATION AND ASSIGNMENT
(a) This Agreement shall become effective with respect to each Fund or
Class on the later of the date on which the Corporation's Registration Statement
relating to the Shares of the Fund or Class becomes effective or the date of the
commencement of operations of the Fund or Class. Upon effectiveness of this
Agreement, it shall supersede all previous agreements between the parties hereto
covering the subject matter hereof insofar as such Agreement may have been
deemed to relate to the Funds.
(b) This Agreement shall continue in effect with respect to a Fund
until terminated; provided, that continuance is specifically approved at least
annually (i) by the Board or by a vote of a majority of the outstanding voting
securities of the Fund and (ii) by a vote of a majority of Directors of the
Corporation who are not parties to this Agreement or interested persons of any
such party (other than as Directors of the Corporation).
(c) This Agreement may be terminated with respect to a Fund at any
time, without the payment of any penalty (i) by the Board on 60 days' written
notice to Forum or (ii) by Forum on 60 days' written notice to the Corporation.
The obligations of Sections 3 and 4 shall survive any termination of this
Agreement.
(d) This Agreement and the rights and duties under this Agreement
otherwise shall not be assignable by either Forum or the Corporation except by
the specific written consent of the other party. All terms and provisions of
this Agreement shall be binding upon, inure to the benefit of and be enforceable
by the respective successors and assigns of the parties hereto.
SECTION 6. ADDITIONAL FUNDS AND CLASSES
In the event that the Corporation establishes one or more series of
Shares or one or more classes of Shares after the effectiveness of this
Agreement, such series of Shares or classes of Shares, as the case may be, shall
become Funds and Classes under this Agreement. Forum or the Corporation may
elect not to make any such series or classes subject to this Agreement.
SECTION 7. CONFIDENTIALITY
Forum agrees to treat all records and other information related to the
Corporation as proprietary information of the Corporation and, on behalf of
itself and its employees, to keep confidential all such information, except that
Forum may
(a) prepare or assist in the preparation of periodic reports to
shareholders and regulatory bodies such as the SEC;
(b) provide information typically supplied in the investment company
industry to companies that track or report price, performance or other
information regarding investment companies; and
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(c) release such other information as approved in writing by the
Corporation, which approval shall not be unreasonably withheld and may not be
withheld where Forum may be exposed to civil or criminal contempt proceedings
for failure to release the information, when requested to divulge such
information by duly constituted authorities or when so requested by the
Corporation.
SECTION 8. FORCE MAJEURE
Forum shall not be responsible or liable for any failure or delay in
performance of its obligations under this Agreement arising out of or caused,
directly or indirectly, by circumstances beyond its reasonable control
including, without limitation, acts of civil or military authority, national
emergencies, labor difficulties, fire, mechanical breakdowns, flood or
catastrophe, acts of God, insurrection, war, riots or failure of the mails,
transportation, communication or power supply.
SECTION 9. ACTIVITIES OF FORUM
(a) Except to the extent necessary to perform Forum's obligations under
this Agreement, nothing herein shall be deemed to limit or restrict Forum's
right, or the right of any of Forum's managers, officers or employees who also
may be a director, officer or employee of the Corporation, or persons who are
otherwise affiliated persons of the Corporation to engage in any other business
or to devote time and attention to the management or other aspects of any other
business, whether of a similar or dissimilar nature, or to render services of
any kind to any other corporation, trust, firm, individual or association.
(b) Forum may subcontract any or all of its responsibilities pursuant
to this Agreement to one or more corporations, trusts, firms, individuals or
associations, which may be affiliated persons of Forum, who agree to comply with
the terms of this Agreement; provided, that any such subcontracting shall not
relieve Forum of its responsibilities hereunder. Forum may pay those persons for
their services, but no such payment will increase Forum's compensation from the
Corporation.
(c) Without limiting the generality of the Sections 9(a) and (b), the
Corporation acknowledges that certain legal services may be provided to it by
lawyers who are employed by Forum or its affiliates and who render services to
Forum and its affiliates. A lawyer who provides such services to the
Corporation, and any lawyer who supervises such lawyer, although employed
generally by Forum or its affiliates, will have a direct professional
attorney-client relationship with the Corporation. Those services for which such
a direct relationship will exist are listed in Appendix C hereto. Provided (i)
Forum agrees with any attorney performing legal services for the Corporation to
not direct the professional judgment of the attorney in performing those legal
services and (ii) the attorney agrees to disclose to the Chairman of the Audit
Committee or to outside counsel to the Corporation any circumstance in which a
legal service the attorney proposes to provide relates to a matter in which the
Corporation and Forum or the Corporation and any other investment company to
which the attorney is providing legal services have or may
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have divergent legal or economic interests, each of Forum and the Corporation
hereby consents to the simultaneous representation by the attorney of both Forum
and the Corporation and waives any general conflict of interest existing in such
simultaneous representation, and the Corporation agrees that, in the event the
attorney ceases to represent the Corporation, whether at the request of the
Corporation or otherwise, the attorney may continue thereafter to represent
Forum, and the Corporation expressly consents to such continued representation.
SECTION 10. COOPERATION WITH INDEPENDENT ACCOUNTANTS
Forum shall cooperate, if applicable, with each Fund's independent
public accountants and shall take reasonable action to make all necessary
information available to the accountants for the performance of the accountants'
duties.
SECTION 11. SERVICE DAYS
Nothing contained in this Agreement is intended to or shall require
Forum, in any capacity under this Agreement, to perform any functions or duties
on any day other than a business day of the Corporation or of a Fund. Functions
or duties normally scheduled to be performed on any day which is not a business
day of the Corporation or of a Fund shall be performed on, and as of, the next
business day, unless otherwise required by law.
SECTION 12. LIMITATION OF SHAREHOLDER AND DIRECTOR LIABILITY
The directors of the Corporation and the shareholders of each Fund
shall not be liable for any obligations of the Corporation or of the Funds under
this Agreement, and Forum agrees that, in asserting any rights or claims under
this Agreement, it shall look only to the assets and property of the Corporation
or the Fund to which Forum's rights or claims relate in settlement of such
rights or claims, and not to the directors of the Corporation or the
shareholders of the Funds.
SECTION 13. MISCELLANEOUS
(a) Neither party to this Agreement shall be liable to the other party
for consequential damages under any provision of this Agreement.
(b) Except for Appendix A to add new Funds and Classes in accordance
with Section 6, 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) This Agreement shall be governed by, and the provisions of this
Agreement shall be construed and interpreted under and in accordance with, the
laws of the State of Delaware.
(d) This Agreement constitutes the entire agreement between the parties
hereto and supersedes any prior agreement with respect to the subject matter
hereof, whether oral or written.
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(e) This Agreement may be executed by the parties hereto on any number
of counterparts, and all of the counterparts taken together shall be deemed to
constitute one and the same instrument.
(f) If any part, term or provision of this Agreement is held 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) Section headings in this Agreement are included for convenience
only and are not to be used to construe or interpret this Agreement.
(h) Notices, requests, instructions and communications received by the
parties at their respective principal places of business, or at such other
address as a party may have designated in writing, shall be deemed to have been
properly given.
(i) Notwithstanding any other provision of this Agreement, the parties
agree that the assets and liabilities of each Fund of the Corporation are
separate and distinct from the assets and liabilities of each other Fund and
that no Fund shall be liable or shall be charged for any debt, obligation or
liability of any other Fund, whether arising under this Agreement or otherwise.
(j) No affiliated person, employee, agent, director, officer or manager
of Forum shall be liable at law or in equity for Forum's obligations under this
Agreement.
(k) Each of the undersigned warrants and represents that they have full
power and authority to sign this Agreement on behalf of the party indicated and
that their signature will bind the party indicated to the terms hereof and each
party hereto warrants and represents that this Agreement, when executed and
delivered, will constitute a legal, valid and binding obligation of the party,
enforceable against the party in accordance with its terms, subject to
bankruptcy, insolvency, reorganization, moratorium and other laws of general
application affecting the rights and remedies of creditors and secured parties.
(l) The terms "vote of a majority of the outstanding voting
securities," "interested person," and "affiliated person" shall have the
meanings ascribed thereto in the 1940 Act.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in their names and on their behalf by and through their duly authorized
persons, as of the day and year first above written.
TANAKA FUNDS, INC.
By:
------------------------------
[Officer name]
[Title]
FORUM ADMINISTRATIVE SERVICES, LLC
By:
------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Managing Director
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TANAKA FUNDS, INC.
ADMINISTRATION AGREEMENT
Appendix A
Fund and Classes
as of __________, 1998
Fund
TANAKA Growth Fund
Classes
R Share
B Share
A Share
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TANAKA FUNDS, INC.
ADMINISTRATION AGREEMENT
Appendix B
Fees and Expenses
For its services under the agreement, the Corporation shall pay Forum 0.10% of
the average daily net assets under $100 million of each Fund and 0.075% of the
average daily net assets over $100 million of each Fund.
Notwithstanding the above, the minimum fee per Fund shall be $25,000 for the
first twelve months, $32,500 for the next twelve months and $40,000 per annum
thereafter.
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TANAKA FUNDS, INC.
ADMINISTRATION AGREEMENT
Appendix C
Legal Services
1. Advise the Corporation on compliance with applicable U.S. laws and
regulations with respect to matters that are within the ordinary course of
the Corporation's business.
2. Advise the Corporation on compliance with applicable U.S. laws and
regulations with respect to matters that are outside the ordinary course of
the Corporation's business(*).
3. Liaison with the SEC.
4. Draft correspondences to SEC and respond to SEC comments.
5. Liaison with the Corporation's outside counsel.
6. Provide attorney letters to the Corporation's auditors.
7. Assist Corporation outside counsel in the preparation of exemptive
applications, no-action letters, prospectuses, registration statements and
proxy statements and related material.
8. Prepare exemptive applications, no-action letters, prospectuses,
registration statements and proxy statements and related material, and
draft correspondences to SEC and respond to SEC comments with respect
thereto(*).
9. Prepare prospectus supplements.
10. Review and authorize Section 24 filings.
11. Prepare and/or review agendas and minutes for and respond to inquiries at
board and shareholder meetings regarding applicable U.S. laws and
regulations.
12. Prepare and/or review agreements between the Corporation and any third
parties.
Note: Items designated with an (*) are Special Legal Services.
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