EXHIBIT (G)(4)
AMENDED AND RESTATED COUNTRY ADVISORY AGREEMENT
Advantage Advisers, Inc.
000 Xxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
October 26, 2004
Imperial Investment Advisors Private Limited
Taj President - Mumbai
Room Xx. 000
00, Xxxxx Xxxxxx
Xxxxxx - 000 000
Xxxxx
Dear Sirs:
This will confirm that the amended and restated 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
amended and restated management agreement dated and effective as of October 26,
2004 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.
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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 the annual rate of 0.10% of the Fund's
average weekly net assets. If the fee payable to the Investment Adviser pursuant
to this paragraph 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 continue in effect until June 4, 2005
and shall continue in effect thereafter for successive annual periods, provided
that such continuance is specifically approved at least annually (a) by the vote
of a majority of the Company's outstanding voting securities (as defined in the
0000 Xxx) or by the Company's Board of Directors and (b) by the vote, cast in
person at a meeting called for the purpose, of a majority of the Company's
directors who are not parties to this Agreement or "interested persons" (as
defined in the 0000 Xxx) of any such party. 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.
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If to the Country Adviser:
Imperial Investment Advisors Private Limited
Taj President - Mumbai
Room Xx. 000
00, Xxxxx Xxxxxx
Xxxxxx - 000 000
Xxxxx
Attn: Xxxxxxx Xxxxx
Director
If to the Investment Manager:
Advantage Advisers, Inc.
000 Xxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxx XxXxxxxx
Managing Director
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,
ADVANTAGE ADVISERS, INC.
By: /s/ Xxxxx XxXxxxxx
-----------------
Name: Xxxxx XxXxxxxx
Title: Managing Director
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ACCEPTED:
IMPERIAL INVESTMENT ADVISORS
PRIVATE LIMITED
By: /s/ Xxxxxxx Xxxxx
-------------------------
Name: Xxxxxxx Xxxxx
Title: Director
