EXECUTION COPY
INTERIM MANAGEMENT AGREEMENT
Interim Management Agreement effective as of December 4, 2005,
between The India Fund, Inc., a Maryland corporation
(herein referred to as the "Fund"), and Blackstone Asia Advisors
L.L.C., a Delaware limited liability company (herein referred to
as the "Investment Manager") (this "Agreement").
1. Appointment of Investment Manager. The Investment
Manager hereby undertakes and agrees, upon the terms and
conditions herein set forth, to provide overall investment
management services for the Fund and in connection therewith to:
(i) supervise the Fund's investment program, including advising
and consulting with the Fund's Board of Directors regarding the
Fund's overall investment strategy; (ii) make, in consultation
with the Fund's Board of Directors, investment strategy
decisions for the Fund; (iii) manage the investing and
reinvesting of the Fund's assets; (iv) place purchase and sale
orders on behalf of the Fund; (v) advise the Fund with respect
to all matters relating to the Fund's use of leveraging
techniques; (vi) provide or procure the provision of research
and statistical data to the Fund in relation to investing and
other matters within the scope of the investment objective and
limitations of the Fund; (vii) monitor the performance of the
Fund's outside service providers, including the Fund's
administrator, transfer agent and custodian; (viii) be
responsible for compliance by the Fund with U.S. federal, state
and other applicable laws and regulations; and (ix) pay the
salaries, fees and expenses of such of the Fund's directors,
officers or employees who are directors, officers or employees
of the Investment Manager or any of its affiliates, except that
the Fund will bear travel expenses or an appropriate portion
thereof of directors and officers of the Fund who are directors,
officers or employees of the Investment Manager to the extent
that such expenses relate to attendance at meetings of the Board
of Directors or any committees thereof. The Investment Manager
may delegate any of the foregoing responsibilities to a third
party with the consent of the Fund.
2. Expenses. In connection herewith, the Investment
Manager agrees to maintain a staff within its organization to
furnish the above services to the Fund. The Investment Manager
shall bear all expenses arising out of its duties hereunder.
Except as provided in Section 1 hereof, the Fund shall
be responsible for all of the Fund's expenses and liabilities,
including organizational and offering expenses (which include
out-of-pocket expenses, but not overhead or employee costs of
the Investment Manager); expenses for legal, accounting and
auditing services; taxes and governmental fees; dues and
expenses incurred in connection with membership in investment
company organizations; fees and expenses incurred in connection
with listing the Fund's shares on any stock exchange; costs of
printing and distributing shareholder reports, proxy materials,
prospectuses, stock certificates and distribution of dividends;
charges of the Fund's custodians and sub-custodians,
administrators and sub-administrators, registrars, transfer
agents, dividend disbursing agents and dividend reinvestment
plan agents; payment for portfolio pricing services to a pricing
agent, if any; registration and filing fees of the Securities
and Exchange Commission (the "Commission"); expenses of
registering or qualifying securities of the Fund for sale in the
various states; freight and other charges in connection with the
shipment of the Fund's portfolio securities; fees and expenses
of non-interested directors or non-interested members of any
advisory or investment board, committee or panel of the Fund;
travel expenses or an appropriate portion thereof of directors
and officers of the Fund, or members of any advisory or
investment board, committee or panel of the Fund, to the extent
that such expenses relate to attendance at meetings of the Board
of Directors or any committee thereof, or of any such advisory
or investment board, committee or panel; salaries of shareholder
relations personnel; costs of shareholders meetings; insurance;
interest; brokerage costs; and litigation and other
extraordinary or non-recurring expenses.
3. Transactions with Affiliates. The Investment
Manager is authorized on behalf of the Fund, from time to time
when deemed to be in the best interests of the Fund and to the
extent permitted by applicable law, to purchase and/or sell
securities in which the Investment Manager or any of its
affiliates underwrites, deals in and/or makes a market and/or
may perform or seek to perform investment banking services for
issuers of such securities. The Investment Manager is further
authorized, to the extent permitted by applicable law, to select
brokers (including any brokers affiliated with the Investment
Manager) for the execution of trades for the Fund.
4. Best Execution; Research Services. The Investment
Manager is authorized, for the purchase and sale of the Fund's
portfolio securities, to employ such dealers and brokers as may,
in the judgment of the Investment Manager, implement the policy
of the Fund to obtain the best results, taking into account such
factors as price, including dealer spread, the size, type and
difficulty of the transaction involved, the firm's general
execution and operational facilities and the firm's risk in
positioning the securities involved. Consistent with this
policy, the Investment Manager is authorized to direct the
execution of the Fund's portfolio transactions to dealers and
brokers furnishing statistical information or research deemed by
the Investment Manager to be useful or valuable to the
performance of its investment advisory functions for the Fund.
It is understood that in these circumstances, as contemplated by
Section 28(e) of the Securities Exchange Act of 1934, as
amended, the commissions paid may be higher than those which the
Fund might otherwise have paid to another broker if those
services had not been provided. Information so received will be
in addition to and not in lieu of the services required to be
performed by the Investment Manager. It is understood that the
expenses of the Investment Manager will not necessarily be
reduced as a result of the receipt of such information or
research. Research services furnished to the Investment Manager
by brokers who effect securities transactions for the Fund may
be used by the Investment Manager in servicing other investment
companies and accounts which it manages. Similarly, research
services furnished to the Investment Manager by brokers who
effect securities transactions for other investment companies
and accounts which the Investment Manager manages may be used by
the Investment Manager in servicing the Fund. It is understood
that not all of these research services are used by the
Investment Manager in managing any particular account, including
the Fund.
5. Remuneration. In consideration of the services to
be rendered by the Investment Manager under this Agreement, the
Fund shall pay the Investment Manager a monthly fee in United
States dollars on the fifth business day of each month for the
previous month at an annual rate of: (i) 1.10% of the Fund's
average weekly net assets for the first $500,000,000 of the
Fund's average weekly net assets; (ii) 0.90% of the Fund's
average weekly net assets for the next $500,000,000 of the
Fund's average weekly net assets; (iii) 0.85% of the Fund's
average weekly net assets for the next $500,000,000 of the
Fund's average weekly net assets; and (iv) 0.75% of the Fund's
average weekly net assets in excess of $1,500,000,000 of the
Fund's average weekly net assets. If the fee payable to the
Investment Manager 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. For purposes of calculating each such monthly fee, the
value of the Fund's net assets shall be computed at the time and
in the manner specified in the Registration Statement on Form N-
2, as in effect from time to time, filed with the Commission
under the Investment Company Act of 1940, as amended (the "1940
Act"), and the Securities Act of 1933, as amended.
6. Representations and Warranties. The Investment
Manager represents and warrants that it is duly registered and
authorized as an investment adviser under the Investment
Advisers Act of 1940, as amended, and the Investment Manager
agrees to maintain effective all requisite registrations,
authorizations and licenses, as the case may be, until the
termination of this Agreement.
7. Services Not Deemed Exclusive. The services
provided hereunder by the Investment Manager are not to be
deemed exclusive, and the Investment Manager and any of its
affiliates or related persons are free to render similar
services to others and to use the research developed in
connection with this Agreement for other clients or affiliates.
Nothing herein shall be construed as constituting the Investment
Manager an agent of the Fund.
8. Limit of Liability. The Investment Manager shall
exercise its best judgment in rendering the services in
accordance with the terms of this Agreement. The Investment
Manager shall not be liable for any error of judgment or mistake
of law or for any act or omission or any loss suffered by the
Fund in connection with the matters to which this Agreement
relates, provided that nothing herein shall be deemed to protect
or purport to protect the Investment Manager against any
liability to the Fund or its shareholders to which the
Investment Manager would otherwise be subject by reason of
willful misfeasance, bad faith or gross negligence on its part
in the performance of its duties or from reckless disregard by
it of its obligations and duties under this Agreement
("disabling conduct"). The Fund will indemnify the Investment
Manager against, and hold it harmless from, any and all losses,
claims, damages, liabilities or expenses (including reasonable
counsel fees and expenses), including any amounts paid in
satisfaction of judgments, in compromise or as fines or
penalties, not resulting from disabling conduct by the
Investment Manager. Indemnification shall be made only
following: (i) a final decision on the merits by a court or
other body before which the proceeding was brought that the
Investment Manager was not liable by reason of disabling conduct
or (ii) in the absence of such a decision, a reasonable
determination, based upon a review of the facts, that the
Investment Manager was not liable by reason of disabling conduct
by (a) the vote of a majority of a quorum of directors of the
Fund who are neither "interested persons" of the Fund nor
parties to the proceeding ("disinterested non-party directors")
or (b) an independent legal counsel in a written opinion. The
Investment Manager shall be entitled to advances from the Fund
for payment of the reasonable expenses (including reasonable
counsel fees and expenses) incurred by it in connection with the
matter as to which it is seeking indemnification in the manner
and to the fullest extent permissible under law. Prior to any
such advance, the Investment Manager shall provide to the Fund a
written affirmation of its good faith belief that the standard
of conduct necessary for indemnification by the Fund has been
met and a written undertaking to repay any such advance if it
should ultimately be determined that the standard of conduct has
not been met. In addition, at least one of the following
additional conditions shall be met: (a) the Investment Manager
shall provide a security in form and amount acceptable to the
Fund for its undertaking; (b) the Fund is insured against losses
arising by reason of the advance; or (c) a majority of a quorum
of disinterested non-party directors or independent legal
counsel, in a written opinion, shall have determined, based on a
review of facts readily available to the Fund at the time the
advance is proposed to be made, that there is reason to believe
that the Investment Manager will ultimately be found to be
entitled to indemnification.
9. Duration and Termination. This Agreement shall
become effective on December 4, 2005 and shall remain in effect
until the earlier of 150 days or the approval of a management
agreement by stockholders of the Fund, and shall terminate
automatically on that date. Notwithstanding the above, this
Agreement (a) may nevertheless be terminated at any time,
without penalty, by the Fund's Board of Directors, by vote of
the holders of a majority of the outstanding voting securities
(as defined in the 0000 Xxx) of the Fund 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.
10. Governing Law. This Agreement shall be governed,
construed and interpreted in accordance with the laws of the
State of New York, provided, however, that nothing herein shall
be construed as being inconsistent with the 1940 Act.
11. 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 Fund:
The India Fund, Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxx X. Xxxxxxxx
If to the Investment Manager:
Blackstone Asia Advisors L.L.C.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn:
with a copy to:
Debevoise & Xxxxxxxx LLP
000 00xx Xxxxxx, X.X.
Xxxxx 0000X
Xxxxxxxxxx, D.C. 20004
Attn: Xxxxxxx X. Xxxxxx
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 or mail
is sent.
12. 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.
IN WITNESS WHEREOF, the parties hereto caused their
duly authorized signatories to execute this Agreement as of the
day and year first written above.
THE INDIA FUND, INC.
By: /s/ Xxxxxx X. Xxxxxxxx
Name: Xxxxxx X. Xxxxxxxx
Title: Vice President
BLACKSTONE ASIA ADVISORS L.L.C.
By: /s/ Xxxxxxx X. Xxxxxxxxxx
Name: Xxxxxxx X. Xxxxxxxxxx
Title: Founding Member
