EXECUTION COPY
INTERIM COUNTRY ADVISORY AGREEMENT
Blackstone Asia Advisors L.L.C.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Blackstone Fund Services India Private Limited
Taj President - Mumbai
Room Xx. 000
00, Xxxxx Xxxxxx
Xxxxxx - 000 000
Xxxxx
Ladies and Gentlemen:
This will confirm that the agreement among the
undersigned (the "Investment Manager") and you (the "Country
Adviser") is as follows:
1. The Investment Manager has been employed pursuant
to an interim management agreement effective as of December 4,
2005, between an investment company (the "Company") registered
under the Investment Company Act of 1940, as amended (the "1940 Act"),
and the Investment Manager (the "Management Agreement"). The Company
engages in the business of investing and reinvesting
its assets in the manner and in accordance with the investment
objective and limitations specified in the Company's articles of
incorporation, as amended from time to time in the registration
statement on Form N-2, as in effect from time to time, and in
such manner and to such extent as may from time to time be
authorized by the Board of Directors of the Company. Copies of
the documents referred to in the preceding sentence have been
furnished to the Country Adviser. Any amendments to these
documents shall be furnished to the Country Adviser.
2. Subject to the approval by the Company, the
Investment Manager engages the Country Adviser on an independent
contractor relationship basis to: (a) provide and procure
statistical and factual information and research regarding
economic and political factors and trends in India and its
surrounding region and (b) provide or procure research and
statistical data in relation to investing and other
opportunities in India and its surrounding region. The Country
Adviser will not make any investment decisions with respect to
the Company.
3. The Country Adviser shall, at its expense,
provide office space, office facilities and personnel reasonably
necessary for performance by it of the services to be provided
by the Country Adviser pursuant to this Agreement.
4. The Country Adviser may contract on its own
behalf with or consult with such banks, other securities firms,
brokers or other parties without additional expense to the
Company, as it may deem appropriate regarding research and
statistical data or otherwise.
5. In consideration of the services to be rendered
by the Country Adviser under this Agreement, the Investment
Manager shall pay the Country Adviser a monthly fee in United
States dollars on the fifth business day of each month for the
previous month at an annual rate of: 0.10% of the Fund's average
weekly net assets. If the fee payable to the Investment Adviser
pursuant to this Section 5 begins to accrue before the end of
any month or if this Agreement terminates before the end of any
month, the fee for the period from such date to the end of such
month or from the beginning of such month to the date of
termination, as the case may be, shall be prorated according to
the proportion which such period bears to the full month in
which such effectiveness or termination occurs.
6. The Country Adviser represents and warrants that
it will be duly registered and authorized as an investment
adviser under the Investment Advisers Act of 1940, as amended
(the "Advisers Act"), and the Country Adviser agrees to maintain
effective all requisite registrations, authorizations and
licenses, as the case may be, until termination of this
Agreement.
7. This Agreement shall become effective on December
4, 2005 and shall remain in effect until May 3, 2006, and shall
terminate automatically on that date. Notwithstanding the
above, this Agreement (a) may nevertheless be terminated at any
time, without penalty, by the Company's Board of Directors, by
vote of holders of a majority of the outstanding voting
securities (as defined in the 0000 Xxx) of the Company or by the
Investment Manager upon 60 days' written notice delivered to
each party hereto and (b) shall automatically be terminated in
the event of its assignment (as defined in the 1940 Act). Any
such notice shall be deemed given when received by the
addressee.
8. Nothing herein shall be deemed to limit or
restrict the right of the Country Adviser, any affiliate of the
Country Adviser or any employee of the Country Adviser 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, firm, individual or association.
Nothing herein shall be construed as constituting the Country
Adviser an agent of the Investment Manager or the Company.
9. This Agreement shall be governed by the laws of
the State of New York; provided, however, that nothing herein
shall be construed as being inconsistent with the 1940 Act.
10. Notices. Any notice hereunder shall be in
writing and shall be delivered in person or by telex or
facsimile (followed by delivery in person) to the parties at the
addresses set forth below.
If to the Country Adviser:
Blackstone Fund Services India Private Limited
Taj President - Mumbai
Room Xx. 000
00, Xxxxx Xxxxxx
Xxxxxx - 000 000
Xxxxx
If to the Investment Manager:
Blackstone Asia Advisors L.L.C.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
or to such other address as to which the recipient shall have
informed the other party in writing.
Unless specifically provided elsewhere, notice given
as provided above shall be deemed to have been given, if by
personal delivery, on the day of such delivery, and, if by
facsimile and mail, on the date on which such facsimile is sent
or mailed.
11. Counterparts. This Agreement may be executed in
two or more counterparts, each of which shall be deemed to be an
original, but all of which together shall constitute one and the
same instrument.
If the foregoing correctly sets forth the agreement
between the Investment Manager and the Country Adviser, please
so indicate by signing and returning to the Investment Manager
the enclosed copy hereof.
Very truly yours,
BLACKSTONE ASIA ADVISORS L.L.C.
By: /s/ Xxxxxxx X. Xxxxxxxxxx
Name: Xxxxxxx X. Xxxxxxxxxx
Title: Chairman and Chief Executive Officer
ACCEPTED:
BLACKSTONE FUND SERVICES INDIA
PRIVATE LIMITED
By: /s/ Xxxxxxx X. Xxxxx
Name: Xxxxxxx X. Xxxxx
Title: Director
