INFORMATION AGENT AGREEMENT
This document will constitute the agreement between ALLIANCE
ALL-MARKET ADVANTAGE FUND, INC. ("AMO"), with its principal
executive offices at 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX
00000 and SHAREHOLDER COMMUNICATIONS CORPORATION ("SCC"), with
its principal executive offices at 00 Xxxxx Xxxxxx, Xxx Xxxx, XX
00000, relating to a Rights Offering (the "OFFER") of Alliance
All-Market Advantage Fund, Inc. (the "FUND").
The services to be provided by SCC will be as follows:
(1) INDIVIDUAL HOLDERS OF RECORD AND BENEFICIAL OWNERS
Target Group. SCC estimates that it may call between
840 to 1,320 of the approximately 6,000 outstanding
beneficial and registered shareholders of the FUND. The
estimate number is subject to adjustment and SCC may
actually call more or less shareholders depending on the
response to the OFFER or at AMO's direction.
Telephone Number Lookups. SCC will obtain the needed
telephone numbers from various types of telephone
directories.
Initial Telephone Calls to Provide Information. SCC
will begin telephone calls to the target group as soon
as practicable after being instructed by AMO. Most
calls will be made during 10:00 A.M. to 9:00 P.M. on
business days and only during 10:00 A.M. to 5:00 P.M. on
Saturdays. No calls will be received by any shareholder
after 9:00 p.m. on any day, in any time zone, unless
specifically requested by the shareholder. SCC will
maintain "800" lines for shareholders to call with
questions about the OFFER. The "800" lines will be
staffed Monday through Friday between 9:00 a.m. and
9:00 p.m. SCC will provide AMO with a weekly report
reflecting the number of calls received by SCC
reflecting the names and phone number, if available.
Re-mails. SCC will coordinate re-mails of offering
materials to the shareholders who advise us that they
have discarded or misplaced the originally mailed
materials. Use of overnight courier services must
receive prior approval by AMO.
Reminder/Extension Mailing. SCC will help to coordinate
any targeted or broad-based reminder mailing at the
request of AMO. SCC will mail only materials supplied
by AMO or approved by AMO in writing.
Subscription Reports. SCC will provide AMO and/or the
dealer manager with subscription indications beginning
not less than 7 business days prior to expiration of the
OFFER. These reports are based solely on verbal
indications received from the reorganization departments
of each participating broker dealer.
(2) BANK/BROKER SERVICING
SCC will contact all banks, dealers and other nominee
shareholders ("sponsors") holding stock as shown on
appropriate portions of the shareholder lists to
ascertain quantities of offering materials needed for
forwarding to beneficial owners.
SCC will deliver offering materials by messenger to New
York City based intermediaries and by Federal Express or
other means to non-New York City based intermediaries.
SCC will also follow-up by telephone with each
intermediary to insure receipt of the offering materials
and to confirm timely re-mailing of materials to the
beneficial owners.
SCC will maintain frequent contact with intermediaries
to monitor shareholder response and to insure that all
liaison procedures are proceeding satisfactorily. In
addition, SCC will contact beneficial holders directly,
if possible, and do whatever may be appropriate or
necessary to provide information regarding the OFFER to
this group.
SCC will, as frequently as practicable, report to AMO
with responses from intermediaries.
(3) PROJECT FEE
In consideration for acting as Information Agent SCC
will receive a project fee of $7,500.
(4) ESTIMATED EXPENSES
SCC will be reimbursed by AMO for its reasonable
out-of-pocket expenses incurred provided that SCC
submits to AMO an expense report, itemizing such
expenses and providing copies of all supporting bills in
respect of such expenses. If the actual expenses
incurred are less than the portion of the estimated high
range expenses paid in advance by AMO, AMO will receive
from SCC a check payable in the amount of the difference
at the time that SCC sends its final invoice for the
second half of the project fee.
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SCC's expenses are estimated as set forth below and the
estimates are based largely on data provided to SCC by
AMO. In the course of the OFFER the expenses and
expense categories may change due to changes in the
OFFER schedule or due to events beyond SCC's control,
such as delays in receiving offering material and
related items. In the event of a change of 10% or more
from the total expenses estimated or new expenses not
originally contemplated, SCC will notify AMO by phone
and/or by letter for prior approval of such expenses.
ESTIMATED EXPENSES Low Range High Range
Data Handling and Preparation
Telephone # Lookup - Account Consolidation
Computer Match and Information Operators
(blended rate)
2,400 @ $.65.................................$ 1,565 $ 1,565
Inbound/Outbound Information Campaign
Outbound Telephone Calls
840 to 1,320 @ $3.75
(registered & NOBO holders)...................3,150 4,950
850 to 1,100 @ $3l75
(Reorganization Calls)........................3,187 4,125
Inbound "800" Telephone Calls
(Shareholders, Banks, Brokers
and Financial Advisors)
480 to 950 @ $4.00...............................480 3,800
Mailing & Distribution
Bank/Broker Distribution
(freight, messenger and FedEx)................1,250 1,900
Miscellaneous expenses - Fax, FedEx,
postage, search and related items................500 750
--- ---
TOTAL ESTIMATED EXPENSES...................$10,132 $17,090
(5) PERFORMANCE
SCC will use its best efforts to achieve the goals of
AMO but SCC is not guaranteeing a minimum success rate.
SCC's Project Fee as outlined in Section 3 or Expenses
as outlined in Section 4 are not contingent on success
or failure of the OFFER.
SCC's strategies revolve around a telephone information
campaign. The purpose of the telephone information
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campaign is to raise the overall awareness amongst
shareholders of the OFFER and help shareholders better
understand the transaction. This in turn may result in
a higher overall response.
(6) COMPLIANCE
SCC agrees that all activities by SCC and by others on
behalf of SCC pursuant to this Agreement shall be
conducted in compliance with all applicable (i) federal
and state laws and regulations, including, but not
limited to all federal and state securities laws and
regulations, and (ii) requirements of the National
Association of Securities Dealers, Inc. and the New York
Stock Exchange.
AMO agrees that all activities by AMO and by others
(other than by, or on behalf of SCC) on behalf of AMO
pursuant to this Agreement shall be conducted in
compliance with all applicable (i) federal and state
laws and regulations, including, but not limited to all
federal and state securities laws and regulations, and
(ii) requirements of the National Association of
Securities Dealers, Inc.
In rendering the services contemplated by this
Agreement, SCC agrees not to make any representations,
oral or written that are not contained in the FUND's
current Prospectus for the OFFER, unless previously
authorized to do so in writing by AMO.
(7) PAYMENT
Payment for one half the project fee ($3,750) and one
half the estimated high range expenses ($8,545.00) for a
total of $12,295.00 will be made at the signing of this
contract. The balance, if any, will be paid by AMO due
thirty days after SCC sends its final invoice.
(8) DISSEMINATION OF INFORMATION
In rendering the services contemplated by this
Agreement, SCC agrees that neither SCC, nor any person
or entity acting on behalf of SCC shall (i) mail or
otherwise distribute any written materials unless such
materials have been provided by AMO to SCC for
distribution, or such distribution has been approved by
AMO in advance in writing, (ii) make any oral
representations or other statements to any person or
entity relating in anyway to the FUND or the OFFER other
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than as set forth in (A) written materials provided by
AMO to SCC for use by SCC in oral communications
pursuant to this Agreement or (B) the then current
prospectus for the OFFER. In connection with
representations or other statements based on information
set forth in such prospectus, SCC shall take appropriate
steps to ensure that information is presented in a
manner that is fair, balanced and not misleading.
(9) TRAINING
SCC shall at its own expense provide training to all
persons who are to be involved in communications with
shareholders or intermediaries so as to ensure that all
such persons review carefully and understand the OFFER
and the prospectus for the FUND so as to be in a
position to effectively communicate with shareholders
and the intermediaries. Training materials will be
based solely on the information provided in the
prospectus or supplemented by AMO.
(10) MISCELLANEOUS
SCC will hold in confidence and will not use nor
disclose to third parties information we receive from
AMO, or information developed by SCC based upon such
information we receive, except for information which was
public at the time of disclosure or becomes part of the
public domain without disclosure by SCC or information
which we learn from a third party which does not have an
obligation of confidentiality to AMO or the FUND.
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In the event the project is cancelled for an indefinite
period of time after the signing of this Agreement and
before the expiration of the OFFER, SCC will be
reimbursed by AMO for any expenses incurred and a pro
rata portion of the project fee as calculated based upon
the number of days lapsed from the signing of this
Agreement through the original expiration date.
AMO agrees to indemnify, hold harmless, reimburse and
defend SCC, and its officers, agents and employees,
against all claims or threatened claims, costs,
expenses, liabilities, obligations, losses or damages
(including reasonable legal fees and expenses) of any
nature, incurred by or imposed upon SCC, or any of its
officers, agents or employees, which results, arises out
of or is based upon services rendered to AMO in
accordance with the provisions of this AGREEMENT,
provided that such services are rendered to AMO without
any negligence, willful misconduct, bad faith or
reckless disregard on the part of SCC, or its officers,
agents and employees. SCC agrees to advise the FUND of
any claim or liability promptly after receipt of any
notice thereof. The FUND shall not be liable for any
settlement without its written consent.
This agreement will be governed by and construed in
accordance with the laws of the State of New York. This
AGREEMENT sets forth the entire AGREEMENT between SCC and AMO
with respect to the agreement herein and cannot be modified
except in writing by both parties.
IN WITNESS WHEREOF, the parties have signed this AGREEMENT
this _______ day of June 1999.
ALLIANCE ALL-MARKET SHAREHOLDER COMMUNICATIONS
ADVANTAGE FUND, INC. CORPORATION
By_______________________ By________________________
Xxxxxx X. Xxxxxxx
Vice President
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In the event the project is cancelled for an indefinite
period of time after the signing of this Agreement and
before the expiration of the OFFER, SCC will be
reimbursed by AMO for any expenses incurred and a pro
rata portion of the project fee as calculated based upon
the number of days lapsed from the signing of this
Agreement through the original expiration date.
AMO agrees to indemnify, hold harmless, reimburse and
defend SCC, and its officers, agents and employees,
against all claims or threatened claims, costs,
expenses, liabilities, obligations, losses or damages
(including reasonable legal fees and expenses) of any
nature, incurred by or imposed upon SCC, or any of its
officers, agents or employees, which results, arises out
of or is based upon services rendered to AMO in
accordance with the provisions of this AGREEMENT,
provided that such services are rendered to AMO without
any negligence, willful misconduct, bad faith or
reckless disregard on the part of SCC, or its officers,
agents and employees. SCC agrees to advise the FUND of
any claim or liability promptly after receipt of any
notice thereof. The FUND shall not be liable for any
settlement without its written consent.
This agreement will be governed by and construed in
accordance with the laws of the State of New York. This
AGREEMENT sets forth the entire AGREEMENT between SCC and AMO
with respect to the agreement herein and cannot be modified
except in writing by both parties.
IN WITNESS WHEREOF, the parties have signed this AGREEMENT
this _______ day of June 1999.
ALLIANCE ALL-MARKET SHAREHOLDER COMMUNICATIONS
ADVANTAGE FUND, INC. CORPORATION
By_______________________ By________________________
Xxxxxx X. Xxxxxxx
Vice President
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00250205.AS6
