FUND ACCOUNTING SERVICE AGREEMENT between MILLENNIUM INDIA ACQUISITION COMPANY INC. and
EXHIBIT
k.4
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FUND
ACCOUNTING
SERVICE
AGREEMENT
between
MILLENNIUM
INDIA ACQUISITION COMPANY INC.
and
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INDEX
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1.
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APPOINTMENT AND DELIVERY OF
DOCUMENTS
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1
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2.
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DUTIES OF GFS
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2
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3.
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FEES AND EXPENSES
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4
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4.
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STANDARD OF CARE, INDEMNIFICATION AND
RELIANCE
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5
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5.
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REPRESENTATIONS AND
WARRANTIES
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7
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6.
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CONFIDENTIALITY
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7
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7.
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PROPRIETARY INFORMATION
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8
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8.
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ADDITIONAL CLASSES
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9
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9.
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ASSIGNMENT
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9
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10.
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EFFECTIVE DATE AND
TERMINATION
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9
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11.
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LIAISON WITH ACCOUNTANTS
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10
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12.
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MISCELLANEOUS
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10
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SCHEDULE A — FEES AND
EXPENSES
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A-1
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SCHEDULE B — EXCHANGE
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▇▇▇▇▇▇▇▇ ▇ — ▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ACQUISITION COMPANY INC.
AGREEMENT made as of the 3rd
day of March 2008 by and between Millennium India Acquisition Company Inc., a
Delaware corporation, having its principal office and place of business at ▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (the “Fund”), and Gemini Fund Services LLC,
a Nebraska limited liability company having its principal office and place of
business at the Hauppauge Corporate Center, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇,
▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (“GFS”).
WHEREAS, the Fund is a
closed-end management investment company registered with the United States
Securities and Exchange Commission (“SEC”) under the Investment Company Act of
1940, as amended (“1940 Act”);
WHEREAS, the Fund has issued
units (consisting of one share of common stock and one warrant), common stock
and warrants (each exercisable for one share of common stock); and
WHEREAS, the Fund desires that
GFS perform fund accounting services for the Fund and GFS is willing to provide
those services on the terms and conditions set forth in this
Agreement;
NOW THEREFORE, in
consideration of the premises and mutual covenants contained herein, the Fund
and GFS hereby agree as follows:
1.
APPOINTMENT AND DELIVERY OF DOCUMENTS
(a) The Fund
hereby appoints GFS to provide accounting services for the Fund as described
hereinafter, for the period and on the terms set forth in this
Agreement. GFS accepts such appointment and agrees to furnish the
services herein set forth in return for the compensation as provided in Section
3 of this Agreement.
(b) In connection
therewith, the Fund has delivered to GFS copies of:
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(i)
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the
Fund’s Certificate of Incorporation and By-laws (collectively, as amended
from time to time, “Organizational
Documents”);
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(ii)
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the
Fund’s most recent Registration Statement on Form S-1 and all amendments
thereto filed with the SEC pursuant to the Securities Act of 1933, as
amended (“Securities Act”) (the “1933 Act Registration
Statement”);
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(iii)
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the
Fund’s notification of registration under the 1940 Act on Form N-8A as
filed with the SEC; and
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(iv)
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the
Fund’s current Prospectus.
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(c) The Fund
shall promptly furnish GFS with all amendments of or supplements to the
foregoing, and when filed the shall furnish GFS with the Fund’s Registration
Statement on Form N-2 and all amendments thereto filed with the SEC pursuant to
the 1940 Act (the “1940 Act Registration Statement”) and the Fund’s Statement of
Additional Information, and shall further deliver to GFS a certified copy of the
resolution of the Board of Directors of the Fund (the “Board”) appointing GFS as
fund accountant and authorizing the execution and delivery of this
Agreement.
2.
DUTIES OF GFS
(a) Fund Accounting
Services. GFS may from time to time adopt procedures, or
modify its procedures, to implement the terms of this Section. GFS
shall provide the following services subject to, and in compliance with the
objectives, policies and limitations set forth in the Fund’s most recent 1933
Act Registration Statement and most recent 1940 Act Registration Statement,
instructions from the Fund, the Fund’s Certificate of Incorporation, Bylaws,
applicable laws and regulations, and resolutions and policies implemented by the
Board:
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(i)
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Timely
calculate the net asset value per share with the frequency prescribed in
the Fund’s Valuation Procedures, as approved by the Board of
Directors;
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(ii)
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Transmit
the Fund’s net asset value to the exchanges listed on Schedule B at such
intervals as determined by the Board of Directors and communicate such net
asset value to the Fund;
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(iii)
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Calculate
each item of income, expense, deduction, credit, gain and loss, if any, as
required by the Fund and in conformance with generally accepted accounting
practices (“GAAP”), SEC Regulation S-X (or any successor regulation) and
the Internal Revenue Code of 1986, as amended (or any successor
laws)(“Code”);
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(iv)
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Prepare
and maintain on behalf of the Fund all books and records of the Fund, as
required by Rule 31a-1 under the 1940 Act, and as such rule or any
successor rule, may be amended from time to time, that
are applicable to the fulfillment of GFS’ duties hereunder, as well
as any other documents necessary or advisable for compliance with
applicable regulations as may be mutually agreed to between the Fund and
GFS. Without limiting the generality of the foregoing, GFS will
prepare and maintain the following records upon receipt of information in
proper form from the Fund or its authorized
agents:
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Cash
receipts journal
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Cash
disbursements journal
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Dividend
record
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Purchase
and sales - portfolio securities
journals
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2
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Subscription and redemption journals
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Security
ledgers
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Broker
ledger
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General
ledger
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Daily
expense accruals
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Daily
income accruals
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Securities
and monies borrowed or loaned and collateral therefore
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Foreign
currency journals
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Trial
balances
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(v)
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Make
such adjustments over such periods as the Fund’s administrator deems
necessary, and communicates to GFS in writing, to reflect over-accruals or
under-accruals of estimated expenses or
income;
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(vi)
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Provide
the Fund with portfolio valuation, net asset value calculation and other
standard operational reports as requested from time to
time;
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(vii)
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Provide
all raw data available from its mutual fund accounting system for the
Fund’s or the administrator’s preparation of the
following:
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1.
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Annual
and semi-annual financial
statements;
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2.
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Annual
and semi-annual form N-SAR;
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3.
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Annual
tax returns;
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4.
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Financial
data necessary to update the 1933 Act Registration Statement and the 1940
Act Registration Statement, if
applicable;
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5.
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Annual
proxy statement; and
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6.
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Such
other reports as are required to be filed with the SEC or any Exchange
designated on Schedule B.
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(viii)
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Provide
facilities to accommodate annual audit by the Fund’s independent
accountants and, upon approval of the Fund, any audits or examinations
conducted by the SEC or any other governmental or quasi-governmental
entities with jurisdiction;
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(ix)
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Transmit
to and receive from the Fund’s transfer agent appropriate data on a daily
basis and daily reconcile Shares outstanding and other data with the
transfer agent;
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(x)
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Periodically
reconcile all appropriate data with the Fund’s custodian;
and
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3
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(xi)
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Perform
such other record keeping, reporting and other tasks as may be specified
from time to time in the procedures adopted by the Board; provided, that
GFS need not begin performing any such task except upon sixty (60) days
written notice and pursuant to mutually acceptable compensation
agreements.
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(b) Maintenance of and Access to
Records. GFS 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, specifically, Rule 31a-1 thereunder. The
books and records pertaining to the Fund that are in possession of GFS shall be
the property of the Fund. The Fund, or the Fund’s authorized representatives,
shall have access to such books and records at all times during GFS’ normal
business hours. Upon the reasonable request of the Fund, copies of any such
books and records shall be provided promptly by GFS to the Fund or the Fund’s
authorized representatives. In the event the Fund designates a
successor that assumes any of GFS’ obligations hereunder, GFS shall, at the
expense and direction of the Fund, transfer to such successor all relevant
books, records and other data established or maintained by GFS under this
Agreement.
(c) Inspection of
Records. In case of any requests or demands for the inspection
of the records of the Fund maintained by GFS, GFS will endeavor to notify the
Fund and to secure instructions from an authorized officer of the Fund or Fund
counsel, designated on Schedule C as to such inspection. GFS shall abide by the
Fund’s instructions for granting or denying the inspection; provided, however,
that GFS may grant the inspection without instructions if GFS is advised by
counsel to GFS that failure to do so will result in liability to GFS and written
notice of such advice is thereafter promptly transmitted to Fund
counsel.
3.
FEES AND EXPENSES
(a) Fees. As compensation for the
services provided by GFS to the Fund pursuant to this Agreement, the Fund agrees
to pay GFS the fees set forth in Schedule A hereto. Fees will begin to accrue on
the latter of the date of this Agreement or the date GFS begins providing
services to the Fund. For the purpose of determining fees calculated
as a function of the Fund’s assets, the value of the Fund’s assets and net
assets shall be computed as required by generally accepted accounting principles
and as provided in the Valuation Procedures adopted by Board. GFS
will render, after the close of each month in which services have been
furnished, a statement reflecting all of the charges for such month; and GFS’
fee shall not be subject to monthly pro ration.
(b) Expenses. GFS will
bear its own expenses, in connection with the performance of the services under
this Agreement, except as provided herein or as agreed to by the parties. In
addition to the fees paid under subsection (a), the Fund agrees to reimburse GFS
for out-of-pocket expenses or advances incurred by GFS for the items set out in
Schedule A and any other expenses incurred by GFS at the request or with the
consent of the Fund, confirmed in writing in advance.
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(c) Fee Changes. The
fees, out-of-pocket expenses and advances identified in subsections (a) and (b)
above may only be changed subject to prior written approval by the
Fund.
(d) Due Date. All fees
under subsection (a) above shall be billed monthly and are due and payable
within five (5) days of receipt of the invoice. All expenses under
subsection (b) above are due and payable within ten (10) days of receipt of the
invoice.
4.
STANDARD OF CARE, INDEMNIFICATION AND RELIANCE
(a) Standard of
Care. GFS shall be held to the exercise of reasonable care in
carrying out the provisions of the Agreement, but shall be without liability to
the Fund for any action taken or omitted by it in good faith without gross
negligence, bad faith, willful misconduct or reckless disregard of its duties
hereunder.
(b) Indemnification of
GFS. The Fund shall indemnify and hold GFS harmless from and
against any and all losses, damages, costs, charges, reasonable counsel fees,
payments, expenses and liability attributable to the Fund’s refusal or failure
to comply with the terms of this Agreement, or attributable to the Fund’s lack
of good faith, gross
negligence or willful misconduct with respect to the Fund’s performance under or
in connection with this Agreement. GFS shall not
be responsible for and shall be entitled to rely upon and may act upon
information, records and reports generated by the Fund, advice of the Fund, or
of counsel for the Fund and upon statements of the Fund’s independent
accountants, and shall be without liability for any action reasonably taken or
omitted pursuant to such records and reports or advice, provided that such
action is not, to the knowledge of GFS, in violation of applicable federal or
state laws or regulations, and provided further that such action is taken
without gross negligence, bad faith, willful misconduct or reckless disregard of
its duties, and the Fund shall hold GFS harmless in regard to any liability
incurred by reason of the inaccuracy of such information or for any action
reasonably taken or omitted in good faith reliance on such
information.
(c) Indemnification of the
Fund. GFS shall indemnify and hold the Fund harmless from and
against any and all losses, damages, costs, charges, reasonable counsel fees,
payments, expenses and liability arising out of or attributed to GFS’ refusal or
failure to comply with the terms of this Agreement, or which arise out of GFS’
lack of good faith, gross negligence or
willful misconduct with respect to GFS’ performance under or in
connection with this Agreement.
(d) Reliance. Except
to the extent that GFS may be liable pursuant to this Section 4, GFS shall not
be liable for any action taken or failure to act in good faith in reliance
upon:
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(i)
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advice
from the Fund or from counsel to the
Fund;
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(ii)
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any
oral instruction which it receives and which it reasonably believes in
good faith (pursuant to procedures mutually agreed
to
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by
GFS and the Fund) was
transmitted by the person or persons authorized by the Board to give such
oral instruction;
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(iii)
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any
written instruction or certified copy of any resolution of the Board, and
GFS may rely upon the genuineness of any such document, copy or facsimile
thereof reasonably believed in good faith by GFS to have been validly
executed; or
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(iv)
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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 GFS to be genuine
and to have been signed or presented by the Fund or other proper party or
parties;
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and GFS
shall not be under any duty or obligation to inquire into the validity or
invalidity or authority or lack of authority 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 GFS reasonably believes in good faith to be
genuine.
(e) Errors of
Others. GFS shall not be liable for the errors of other
service providers to the Fund, including the errors of pricing services (other
than to pursue all reasonable claims against the pricing service based on the
pricing services’ standard contracts entered into by GFS) and errors in
information provided by a custodian to the Fund; except or unless any GFS action
or inaction by GFS is a direct or proximate cause of the error.
(f) Reliance on Electronic
Instructions. If the Fund has the ability to originate electronic
instructions to GFS in order to (i) effect the transfer or movement of cash or
Shares or (ii) transmit Shareholder information or other information, then in
such event GFS shall be entitled to rely on the validity and authenticity of
such instruction without undertaking any further inquiry as long as such
instruction is undertaken in conformity with security procedures established and
agreed upon by GFS and the Fund
(g) Notification of Claims. In
order that the indemnification provisions contained in this Section shall apply,
upon the assertion of a claim for which either party may be required to
indemnify the other, the party seeking indemnification shall promptly notify the
other party of such assertion, and shall keep the other party advised with
respect to all developments concerning such claim. The party who may be required
to indemnify shall have the option to participate with the party seeking
indemnification in the defense of such claim or to defend against said claim in
its own name or in the name of the other party. The party seeking
indemnification shall in no case confess any claim or make any compromise in any
case in which the other party may be required to indemnify it except with the
other party’s prior written consent.
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5.
REPRESENTATIONS AND WARRANTIES
Representations of
GFS. GFS represents and warrants to the Fund
that:
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(i)
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it
is a limited liability company duly organized and existing and in good
standing under the laws of the State of
Nebraska;
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(ii)
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it
is empowered under applicable laws and by its organizational documents to
enter into this Agreement and perform its duties under this
Agreement;
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(iii)
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it
has access to the necessary facilities, equipment, and personnel to
perform its duties and obligations under this Agreement;
and
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(iv)
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it
is registered as a transfer agent under Section 17A of the Securities
Exchange Act of 1934 and shall continue to be registered throughout the
remainder of this Agreement.
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Representations of the
Fund. The Fund represents and warrants to GFS
that:
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(i)
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it
is a corporation duly organized and existing and in good standing under
the laws of the State of Delaware;
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(ii)
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it
is empowered under applicable laws and by its Organizational Documents to
enter into and perform this
Agreement;
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(iii)
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all
proceedings required by said Organizational Documents have been taken to
authorize it to enter into and perform this
Agreement;
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(iv)
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it
is a closed-end management investment company registered under the 1940
Act; and
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(v)
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a
registration statement under the Securities Act of 1933 is
currently effective and will remain effective, and appropriate
state securities law filings as required, have been or will be made and
will continue to be made, with respect to all Shares of the Fund being
offered for sale.
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6.
CONFIDENTIALITY
GFS
and the Fund agree that all books, records, information, and data pertaining to
the business of the other party, which are exchanged or received pursuant to the
negotiation or the carrying out of this Agreement, shall remain confidential,
and shall not be voluntarily disclosed to any other person, except that GFS
may:
(a) prepare or
assist in the preparation of periodic reports to shareholders and regulatory
bodies such as the SEC;
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(b) provide
information typically supplied in the investment company industry to companies
that track or report price, performance or other information regarding
investment companies;
(c) release such
other information as approved in writing by the Fund which approval shall not be
unreasonably withheld and may not be withheld where GFS, upon reasonable belief
or upon the advice of counsel has reasonable belief, may be exposed to civil or
criminal liability or proceedings for failure to release the information, when
requested to divulge such information by duly constituted authorities or when so
requested by the Fund;
(d) In accordance
with Section 248.11 of Regulation S-P (17 CFR 248.1 – 248.30) (“Reg S-P”), GFS
will not directly, or indirectly through an affiliate, disclose any non-public
personal information as defined in Reg S-P, received from the Fund to any person
that is not affiliated with the Fund or with GFS and provided that any such
information disclosed to an affiliate of GFS shall be under the same limitations
on non-disclosure.
(e) Or otherwise
permitted or required by law.
7.
PROPRIETARY INFORMATION
(a) Proprietary Information of
GFS. The Fund acknowledges that the databases, computer programs, screen
formats, report formats, interactive design techniques, and documentation
manuals maintained by GFS on databases under the control and ownership of GFS or
a third party constitute copyrighted, trade secret, or other proprietary
information (collectively, “GFS Proprietary Information”) of substantial value
to GFS or the third party. The Fund agrees to treat all Proprietary Information
as proprietary to GFS and further agrees that it shall not divulge any
Proprietary Information to any person or organization except as may be provided
under this Agreement.
(b) Proprietary Information of the
Fund. GFS acknowledges that the Shareholder list and all information
related to Shareholders furnished to GFS by the Fund or by a Shareholder in
connection with this Agreement (collectively, “Customer Data”), all information
regarding the Fund’s portfolio, arrangements with brokerage firms, compensation
paid to or by the Fund, trading strategies and all such related information
(collectively, “Fund Proprietary Information”) constitute
proprietary information of substantial value to the Fund. In no event shall GFS
Proprietary Information be deemed Fund Proprietary Information or Customer Data.
GFS agrees to treat all Fund Proprietary Information and Customer Data as
proprietary to the Fund and further agrees that it shall not divulge any Fund
Proprietary Information or Customer Data to any person or organization except as
may be provided under this Agreement or as may be directed by the Fund or as may
be duly requested by regulatory authorities.
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(c) Each party
shall take reasonable efforts to advise its employees of their obligations
pursuant to this Section 9. The obligations of this Section shall
survive any earlier termination of this Agreement.
8. ADDITIONAL
CLASSES
If the
Fund establishes one or more classes of Shares after the effectiveness of this
Agreement, such classes of Shares, as the case may be, shall become classes
under this Agreement. However, either GFS or the Fund may elect in writing not
to make any such classes subject to this Agreement.
9.
ASSIGNMENT
This
Agreement shall extend to and shall be binding upon the parties hereto and their
respective successors and assigns; provided, however, that this Agreement shall
not be assignable by the Fund without the prior written consent of
GFS. GFS may, subject to no less than 60 days prior written notice to
the Fund, subcontract any or all of its responsibilities pursuant to this
Agreement to one or more corporations, trusts, firms, individuals or
associations, which may or may not be affiliated persons of GFS and which agree
to comply with the terms of this Agreement; provided, however, that any such
subcontracting shall not relieve GFS of its responsibilities hereunder. GFS may
pay those persons for their services, but no such payment shall increase GFS’
compensation from the Fund.
10. EFFECTIVE
DATE AND TERMINATION
(a) Effective
Date. This Agreement shall become effective on the date first
above written.
(b) Term. This
Agreement shall remain if effect for a period of three (3) years from the date
of its effectiveness and shall continue in effect for successive twelve-month
periods provided that such continuance is specifically approved at least
annually by a majority of the Directors of the Fund.
(c) Termination. This
Agreement can be terminated upon ninety (90) days prior written notice by either
party. Compensation due GFS and unpaid by the Fund upon such termination shall
be due on the date of termination or after the date that the provision of
services ceases, whichever is later. In the event of termination, GFS
agrees that it will cooperate in the smooth transition of services and to
minimize disruption to the Fund and its shareholders, including liaison with the
Fund accountants.
(d) Reimbursement of GFS’
Expenses. If this Agreement is terminated, GFS shall be
entitled to collect from the Fund, in addition to the compensation described
under Section 3 hereof, the amount of all of GFS’ reasonable labor charges and
cash disbursements for services in connection with GFS’ activities in effecting
such termination (“Termination Expenses”), including without limitation, the
labor costs and
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expenses
associated with the de-conversion of the Fund records from its computer systems,
and the delivery to the Fund and/or its designees of the Fund’s property,
records, instruments and documents, or any copies thereof. The agreed
upon amount for such de-conversion is set forth on Schedule
A. Subsequent to such termination, for a reasonable fee, GFS will
provide the Fund with reasonable access to all Fund documents or records, if
any, remaining in its possession. In the event of termination, GFS
agrees that it will cooperate in the smooth transition of services and to
minimize disruption to the Fund and its Shareholders.
(e) Survival of Certain
Obligations. The obligations of Sections 3, 4, 6, 7, 10 and 11
shall survive any termination of this Agreement.
11.
LIAISON WITH ACCOUNTANTS
GFS
shall act as liaison with the Fund’s independent public accountants and shall
provide account analyses, fiscal year summaries, and other audit-related
schedules. GFS shall take all reasonable action in the performance of
its duties under this Agreement to assure that the necessary information is made
available to such accountants for the expression of their opinion, as required
by the Fund.
12.
MISCELLANEOUS
(a) Amendments. 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.
(b) Governing
Law. This Agreement shall be construed and the provisions
thereof interpreted under and in accordance with the laws of the State of New
York.
(c) Entire
Agreement. 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.
(d) Counterparts. The
parties may execute this Agreement or any number of counterparts, and all of the
counterparts taken together shall be deemed to constitute one and the same
instrument.
(e) Severability. 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 by such determination, 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.
(f) Force Majeure. In
the event either party is unable to perform its obligations under the terms of
this Agreement because of acts of God, strikes, equipment or transmission
failure or damage reasonably beyond its control, or other causes
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reasonably
beyond its control, such party shall not be liable for damages to the other
party resulting from such failure to perform or otherwise from such
causes.
(g) Arbitration. Any
controversy or claim arising out of, or related to, this Agreement, its
termination or the breach thereof, shall be settled by binding arbitration by
three arbitrators (or by fewer arbitrator(s), if the parties subsequently agree
to fewer) in the City of New York, in accordance with the rules then obtaining
of the American Arbitration Association, and the arbitrators’ decision shall be
binding and final, and judgment upon the award rendered may be entered in any
court having jurisdiction thereof.
(h) Headings. Section
and paragraph headings in this Agreement are included for convenience only and
are not to be used to construe or interpret this Agreement.
(i) Notices. All
notices and other communications hereunder shall be in writing, shall be deemed
to have been given when received or when sent by telex or facsimile, and shall
be given to the following addresses (or such other addresses as to which notice
is given):
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To
the Fund:
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To
GFS:
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▇▇▇▇▇
▇▇▇▇▇▇
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▇▇▇▇▇▇
▇▇▇▇▇▇
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President
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President
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Millennium
India Acquisition Company Inc.
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Gemini
Fund Services, LLC
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▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
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▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇▇▇▇▇▇,
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Phone
(▇▇▇) ▇▇▇-▇▇▇▇
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Phone:
(▇▇▇) ▇▇▇-▇▇▇▇
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▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇
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▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇
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With
a copy to:
▇▇▇▇▇▇
▇. ▇▇▇▇▇▇, Esq.
Ropes
& ▇▇▇▇ LLP
One
Metro Center
▇▇▇
▇▇▇▇ ▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
(202)
508-4812
▇▇▇▇▇▇.▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇
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(j) Representation of
Signatories. Each of the undersigned expressly 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.
11
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.
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MILLENNIUM
INDIA ACQUISITION
COMPANY
INC.
By:
▇▇▇▇▇
▇▇▇▇▇▇, President
Date:
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GEMINI FUND SERVICES,
LLC
By:
▇▇▇▇▇▇
▇▇▇▇▇▇, President
Date:
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Schedule
A
FEES AND
EXPENSES
Page 1 of
2
Total
charges for Fund Accounting services include fees and out-of-pocket
expenses.
Fees will
be calculated based upon the average net assets of the Fund for the previous
month. Partial months are not prorated.
SERVICE
FEES:
Annual
fee of $24,000 per fund portfolio, plus;
2 basis
points or 0.02% on net assets of $25 million to $100 million, and
1 basis
point or 0.01% on net assets greater than $100 million.
The above
fee schedule will remain in place for a period of 3 years from the date of this
agreement or any renewal thereof, provided, however, that for the first 12
months from the date of this agreement such fees shall be reduced by
10%.
All
special reports and/or analyses requested by the Fund in writing and provided by
GFS not in the ordinary course, shall be subject to an additional charge, agreed
upon in advance, based upon the following rates:
GFS
Senior Staff……$150.00/hour
GFS
Junior Staff…….$75.00/hour
MIS
Staff……………$200.00/hour
A -
1
Schedule
A
FEES AND
EXPENSES
Page 2 of
2
PRICE
QUOTES: The charge for equity and bond price quotes will be as
follows:
$.13
Domestic and Canadian Equities
$.13
Options
$.45
Corp/Gov/Agency Bonds
$.90
CMO’s
$.45
International Equities and Bonds
$.75
Municipal Bonds
OUT-OF-POCKET
EXPENSES:
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1.
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The
out-of-pocket charge for any external data received by GFS in support of
the daily net asset value will be charged at cost (i.e., interest rate
charges on varying rate
instruments).
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2.
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There
is an additional charge of $500 per month for portfolios that transmit
daily trades via fax as opposed to in an electronic
format.
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3.
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Pro
rata portion of annual SAS 70 review. The expense is pro-rated based on
assets.
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4.
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De-conversion
Fees of $5,000.
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A -
2
Schedule
B
EXCHANGE
The
American Stock Exchange
B -
1
Schedule
C
FUND
COUNSEL
▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇, Esq.
Ropes
& ▇▇▇▇ LLP
One Metro
Center
▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
(▇▇▇)
▇▇▇-▇▇▇▇
▇▇▇▇▇▇.▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇
C -
1