February __, 2018
Xxxxxxxxx LLC
0000 Xxxxxx xx xxx Xxxxxxxx, 0xx Xxxxx
Xxx Xxxx, XX 00000
xxx.xxxxxxxxx.xxx
0000 Xxxxxx xx xxx Xxxxxxxx, 0xx Xxxxx
Xxx Xxxx, XX 00000
xxx.xxxxxxxxx.xxx
February __, 2018
Royce Value Trust, Inc.
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Re: Information Agent
This Letter of Agreement, including the Appendix attached hereto (collectively, this “Agreement”), sets forth the terms and conditions of the engagement of Xxxxxxxxx LLC (“Georgeson”) by Royce Value Trust, Inc. (the “Company”) to act as Information Agent in connection with the Company’s Rights offer (the “Offer”). The term of this Agreement shall be the term of the Offer, including any extensions thereof.
| (a) |
Services. Xxxxxxxxx shall perform the services described in the Fees &
Services Schedule attached hereto as Appendix I (such services, collectively, the
“Services”). |
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| (b) |
Fees. In consideration of Xxxxxxxxx’x performance of the Services, the
Company shall pay Xxxxxxxxx the amounts, and pursuant to the terms, set forth on
the Fees & Services Schedule attached hereto as Appendix I, together with the
Expenses (as defined below). The Company acknowledges and agrees that the Fees
& Services Schedule shall be subject to adjustment if the Company requests Xxxxxxxxx
to provide services with respect to additional matters or a revised scope of work. |
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| (c) |
Expenses. In addition to the fees and charges described in paragraphs (b)
and (d) hereof, Xxxxxxxxx shall charge the Company, and the Company shall be solely
responsible, for the following costs and expenses (collectively, the “Expenses”): |
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| • | costs and expenses incidental to the Offer, including without limitation the
mailing or delivery of Offer materials; |
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| • | costs and expenses relating to Xxxxxxxxx’x work with its agents or other
parties involved in the Offer, including without limitation charges for bank threshold
lists, data processing, market information, institutional advisory reports, telephone
directory assistance, facsimile transmissions or other forms of electronic communication; |
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| • | costs
and expenses incurred by Xxxxxxxxx at the Company’s request or for the Company’s convenience, including without limitation for copying, printing of additional
and/or supplemental material and travel by Xxxxxxxxx’x personnel; and |
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| • | any other costs and expenses authorized by the Company during the course of the Offer, including without limitation those relating to advertising (including production and posting), media relations and analytical services. | ||||
The Company
shall pay all applicable taxes incurred in connection with the delivery of the Services
or Expenses. |
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| (d) |
Custodial Charges. Xxxxxxxxx agrees to check, itemize and pay on the Company’s behalf the charges of brokers and banks, with the exception of Broadridge
Financial Solutions, Inc. |
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Royce Value Trust, Inc.
January 25, 2018
Page 2
(which will xxxx the Company directly), for forwarding
the Company’s offering material to beneficial owners. The Company shall reimburse
Xxxxxxxxx for such broker and bank charges in the manner described in the Fees
& Services Schedule. |
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| (e) |
Compliance with Applicable Laws. The Company and Xxxxxxxxx hereby represent
to one another that each shall comply with all applicable laws relating to the Offer,
including, without limitation, the Securities Exchange Act of 1934, as amended,
and the rules and regulations promulgated thereunder. |
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| (f) |
Indemnification; Limitation of Liability. |
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| (i) | The Company
shall indemnify and hold harmless Xxxxxxxxx, its affiliates and their respective
stockholders, officers, directors, employees and agents from and against any and
all losses, claims, damages, costs, charges, counsel fees and expenses, payments,
expenses and liability (collectively, “Losses”) arising out of or relating
to the performance of the Services, including the reasonable costs and expenses
of defending against any Loss or enforcing this Agreement, except to the extent
such Losses shall have been determined by a court of competent jurisdiction to be
a result of Xxxxxxxxx’x xxxxx negligence or willful misconduct. |
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| (ii) | Notwithstanding
anything herein to the contrary, but without limiting the Company’s indemnification
obligations set forth in clause (i) above, neither party shall be liable for any
incidental, indirect, special or consequential damages of any nature whatsoever,
including, but not limited to, loss of anticipated profits, occasioned by a breach
of any provision of this Agreement, even if apprised of the possibility of such
damages. |
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| (iii) | Any liability
whatsoever of Xxxxxxxxx, its affiliates or any of their respective stockholders,
officers, directors, employees or agents hereunder or otherwise relating to or arising
out of performance of the Services will be limited in the aggregate to the fees
and charges paid hereunder by the Company to Xxxxxxxxx (but not including Expenses). |
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| (iv) | This paragraph
(f) shall survive the termination of this Agreement. |
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| (g) |
Governing Law. This Agreement shall be governed by the substantive laws of
the State of New York without regard to its principles of conflicts of laws, and
shall not be modified in any way, unless pursuant to a written agreement which has
been executed by each of the parties hereto. The parties agree that any and all
disputes, controversies or claims arising out of or relating to this Agreement (including
any breach hereof) shall be subject to the jurisdiction of the federal and state
courts in New York County, New York and the parties hereby waive any defenses on
the grounds of lack of personal jurisdiction of such courts, improper venue or
forum non conveniens. The parties waive all right to trial by jury in any
action, proceeding or counterclaim arising out of this Agreement. |
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| (h) |
Relationship. The Company agrees and acknowledges that Xxxxxxxxx shall be
the primary information agent retained by the Company in connection with the Offer. |
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| (i) |
Confidentiality. Xxxxxxxxx agrees to preserve the confidentiality of (i) all
material non-public information provided by the Company or its agents for Xxxxxxxxx’x use in fulfilling its |
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Royce Value Trust, Inc.
January 25, 2018
Page 3
obligations hereunder and (ii) any information developed
by Xxxxxxxxx based upon such material non-public information (collectively, “Confidential
Information”); provided that Xxxxxxxxx may disclose such Confidential Information
as required by law and otherwise to its officers, directors, employees, agents or
affiliates to the extent reasonably necessary to perform the Services hereunder.
For purposes of this Agreement, Confidential Information shall not be deemed to
include any information which (w) is or becomes generally available to the public
other than as a result of a disclosure by Xxxxxxxxx or any of its officers, directors,
employees, agents or affiliates; (x) was available to Xxxxxxxxx on a nonconfidential
basis and in accordance with law prior to its disclosure to Xxxxxxxxx by the Company;
(y) becomes available to Xxxxxxxxx on a nonconfidential basis and in accordance
with law from a person other than the Company or any of its officers, directors,
employees, agents or affiliates who is not otherwise bound by a confidentiality
agreement with the Company or is not otherwise prohibited from transmitting such
information to a third party; or (z) was independently and lawfully developed by
Xxxxxxxxx without access to the Confidential Information. The Company agrees that
all reports, documents and other work product provided to the Company by Xxxxxxxxx
pursuant to the terms of this Agreement are for the exclusive use of the Company
and may not be disclosed to any other person or entity without the prior written
consent of Xxxxxxxxx. The confidentiality obligations set forth in this paragraph
shall survive the termination of this Agreement. |
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| (j) |
Invoices. Invoices for amounts due hereunder shall be delivered to Company
at: |
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| ADDRESS: ______________________________________________________________________ | |||||
| ATTENTION: | |||||
| _________________________________________________________________________________ | |||||
| (Contact Name, Email, Phone) | |||||
| (k) |
Entire Agreement; Appendix. This Agreement constitutes the entire agreement
and supersedes all prior agreements and understandings, both written and oral, between
the parties hereto with respect to the subject matter hereof. The Appendix to this
Agreement shall be deemed to be incorporated herein by reference as if fully set
forth herein. This Agreement shall be binding upon all successors to the Company
(by operation of law or otherwise). |
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[Remainder of page intentionally left blank. Signature page follows.]
Royce Value Trust, Inc.
January 25, 2018
Page 4
If the above is acceptable, please execute and return the enclosed duplicate of this Agreement to Xxxxxxxxx LLC, 1290 Avenue of the Xxxxxxxx, 0xx xxxxx, Xxx Xxxx, XX 00000, Attention: Xxxxxxxxxxx X. Xxxxxx.
| Sincerely, | |||
| XXXXXXXXX LLC | |||
| By: | |||
| Xxxxxxxxxxx X. Xxxxxx | |||
| Title: Senior Managing Director | |||
| Agreed to and accepted as of | |||
| the date first set forth above: | |||
| ROYCE VALUE TRUST, INC. | |||
| By: | |||
| Title: | |||
Royce Value Trust, Inc.
January 25, 2018
Page 5
APPENDIX I
ROYCE VALUE TRUST, INC.
FEES & SERVICES SCHEDULE
