Exhibit (d)(4)
(XXXXXXXXX SHAREHOLDER LOGO)
December 15, 2005
Central Europe and Russia Fund, Inc.
c/o Deutsche Asset Management
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Re: Letter of Agreement
Ladies & Gentlemen:
This Letter of Agreement, including the Appendix attached hereto (collectively,
this "Agreement"), sets forth the terms and conditions of the engagement of
Xxxxxxxxx Shareholder Communications Inc. ("GSC") by Central Europe and Russia
Fund, Inc. (the "Company") to act as Information Agent in connection with its
upcoming Rights Offer (the "Offer"). The term of the Agreement shall be the term
of the Offer, including any extensions thereof.
(a) Services. GSC shall perform the services described in the Fees
& Services Schedule attached hereto as Appendix I
(collectively, the "Services").
(b) Fees. In consideration of GSC's performance of the Services,
the Company shall pay GSC the amounts, and pursuant to the
terms, set forth on the Fees & Services Schedule attached
hereto as Appendix I.
(c) Expenses. In connection with GSC's performance of the
Services, and in addition to the fees and charges discussed in
paragraphs (b) and (d) hereof, the Company agrees that it
shall be solely responsible for the following costs and
expenses, and that the Company shall, at GSC's sole
discretion, (i) reimburse GSC for such costs and expenses
actually incurred by GSC, (ii) pay such costs and expenses
directly and/or (iii) advance sufficient funds to GSC for
payment of such costs and expenses:
o expenses incidental to the Offer, including
postage and freight charges incurred in delivering
Offer materials;
o expenses incurred by GSC in working with its
agents or other parties involved in the Offer,
including charges for bank threshold lists, data
processing, telephone directory assistance,
facsimile transmissions or other forms of
electronic communication;
o expenses incurred by GSC at the Company's request
or for the Company's convenience, including
copying expenses, expenses relating to the
printing of additional and/or supplemental
material and travel expenses of GSC's executives;
Central Europe and Russia Fund, Inc.
December 15, 2005
Page 2
o any other fees and expenses authorized by the
Company and resulting from extraordinary
contingencies which arise during the course of the
Offer, including fees and expenses for advertising
(including production and posting), media
relations, stock watch and analytical services.
(d) Custodial Charges. GSC agrees to check, itemize and pay on the
Company's behalf the charges of brokers and banks, with the
exception of ADP Proxy Services and Prudential Securities
which will xxxx the Company directly, for forwarding the
Company's offering material to beneficial owners. The Company
agrees to provide GSC, prior to the commencement of the
initial distribution of offering materials to such brokers and
banks, with a preliminary payment equal to 75% of GSC's good
faith estimate of the charges which shall be assessed by such
brokers and banks for two distributions of such materials. The
Company shall pay GSC an administrative fee of five dollars
($5.00) for each broker and bank invoice paid by GSC on the
Company's behalf. If the Company prefers to pay these bills
directly, please strike out and initial this clause before
returning the executed Agreement.
(e) Compliance with Applicable Laws. The Company and GSC hereby
represent to one another that each shall use its best efforts
to 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.
(f) Indemnification. The Company agrees to indemnify and hold
harmless GSC and its stockholders, officers, directors,
employees, agents and affiliates against any and all claims,
costs, damages, liabilities, judgments and expenses, including
the fees, costs and expenses of counsel retained by GSC, which
result from claims, actions, suits, subpoenas, demands or
other proceedings brought against or involving GSC which
directly relate to or arise out of GSC's performance of the
Services (except for costs, damages, liabilities, judgments or
expenses which shall have been determined by a court of law
pursuant to a final and nonappealable judgment to have
directly resulted from GSC's gross negligence or intentional
misconduct). In addition, the prevailing party shall be
entitled to reasonable attorneys' fees and court costs in any
action between the parties to enforce the provisions of this
Agreement, including the indemnification rights contained in
this paragraph. The indemnity obligations set forth in this
paragraph shall survive the termination of this Agreement.
(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
Central Europe and Russia Fund, Inc.
December 15, 2005
Page 3
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.
(h) Exclusivity. The Company agrees and acknowledges that GSC
shall be the sole Information Agent retained by the Company in
connection with the Offer, and that the Company shall refrain
from engaging any other Information Agent to render any
Services, in a consultative capacity or otherwise, in relation
to the Offer.
(i) Additional Services. In addition to the Services, the Company
may from time to time request that GSC provide it with certain
additional consulting or other services. The Company agrees
that GSC's provision of such additional services shall be
governed by the terms of a separate agreement to be entered
into by the parties at such time or times, and that the fees
charged in connection therewith shall be at GSC's then-current
rates.
(j) Confidentiality. GSC agrees to preserve the confidentiality of
(i) all material non-public information provided by the
Company or its agents for GSC's use in fulfilling its
obligations hereunder and (ii) any information developed by
GSC based upon such material non-public information
(collectively, "Confidential Information"). 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 in accordance with law other than as a
result of a disclosure by GSC or any of its officers,
directors, employees, agents or affiliates; (x) was available
to GSC on a nonconfidential basis and in accordance with law
prior to its disclosure to GSC by the Company; (y) becomes
available to GSC 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 GSC based on information described in
clauses (w), (x) or (y) of this paragraph. The Company agrees
that all reports, documents and other work product provided to
the Company by GSC 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 GSC. The confidentiality obligations set forth in
this paragraph shall survive the termination of this
Agreement.
(k) Entire Agreement; Appendix. This Agreement constitutes the
entire agreement and supersedes all prior agreements and
understandings, both written and oral, among the parties
hereto with respect to the subject matter
Central Europe and Russia Fund, Inc.
December 15, 2005
Page 4
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).
IF THE ABOVE IS AGREED TO BY YOU, PLEASE EXECUTE AND RETURN THE
ENCLOSED DUPLICATE OF THIS AGREEMENT TO XXXXXXXXX SHAREHOLDER
COMMUNICATIONS INC., 00 XXXXX XXXXXX -- 00XX XXXXX, XXX XXXX, XXX XXXX
00000, ATTENTION: XXXXX XXXX, CONTRACT ADMINISTRATOR.
Sincerely,
XXXXXXXXX SHAREHOLDER
COMMUNICATIONS INC.
By:
----------------------------
Xxxxxxxxxxx X. Xxxxxx
Title: Managing Director
----------------------------
Agreed to and accepted as of
the date first set forth above:
CENTRAL EUROPE AND RUSSIA FUND, INC.
By:
-------------------------
Title:
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APPENDIX I
FEES & SERVICES SCHEDULE
BASE SERVICES $ 5,000
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o Advance review of Offer documents
o Advice and Consultation with respect to set up and progress of Offer
o Strategic advice relating to the Offer
o Assistance in preparation of advertisements and news releases
o Dissemination of Offer documents to bank and broker community
o Communication with bank and broker community during Offer period
ADDITIONAL SERVICES
o Direct telephone communication with retail (i.e., registered and NOBO
shareholders) TBD
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o $5.00 per completed call (incoming and outgoing)
NOTE: The foregoing fees are exclusive of reimbursable expenses and custodial
charges as described in paragraphs (c) and (d) of this Agreement. In addition,
the Company will be charged a fee of $1,000 if the Offer is extended for any
reason.
FEE PAYMENT INSTRUCTIONS
The Company shall pay GSC as follows:
o Upon execution of this Agreement, the Company shall pay GSC $2,500, which
amount is in consideration of GSC's commitment to represent the Company and
is non-refundable;
o If applicable, immediately prior to the commencement of the mailing, the
Company shall advance to GSC a portion of anticipated custodial charges; and
o Upon completion of the Offer, the Company shall pay GSC the sum of (i)
$2,500, (ii) any variable fees for Additional Services (e.g., telephone
calls) which shall have accrued over the course of the Offer, (iii) the
Success Fee, if earned and (iv) all reimbursable expenses.
GSC will send the Company an invoice for each of the foregoing payments.
