[GEORGESON SHAREHOLDER LOGO OMITTED]
April 19, 2006
Xxxxxx Xxxxxxx Eastern Europe Fund, Inc.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
Re: Letter of Agreement
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Gentlemen:
This Letter of Agreement, including the Appendix attached hereto
New York (collectively, this "Agreement"), sets forth the terms and
conditions of the engagement of Xxxxxxxxx Shareholder
London Communications Inc. ("GSC") by Xxxxxx Xxxxxxx Eastern Europe
Fund, Inc. (the "Fund") to act as Information Agent in connection
Toronto with its upcoming Rights Offer (the "Offer"). The term of the
Agreement shall be the term of the Offer, including any
Rome extensions thereof.
Sydney (a) Services. GSC shall perform the services described in
the Fees & Services Schedule attached hereto as Appendix
Johannesburg I (collectively, the "Services").
(b) Fees. In consideration of GSC's performance of the
Services, the Fund 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 Fund
agrees that it shall be solely responsible for the
following costs and expenses, and that the Fund 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;
00 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000 Tel 000.000.0000 Fax 000.000.0000
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Xxxxxx Xxxxxxx Eastern European Fund, Inc.
April 19, 2006
Page 2
o expenses incurred by GSC at the Fund's request or
for the Fund's convenience, including copying
expenses, and expenses relating to the printing of
additional and/or supplemental material;
o any other fees and expenses authorized by the Fund
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 Fund's behalf the charges of brokers and banks,
with the exception of ADP Proxy Services which will bill
the Fund directly, for forwarding the Fund's offering
material to beneficial owners.
(e) Compliance with Applicable Laws. The Fund 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 Fund 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 reasonable 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 negligence
or misconduct). GSC 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. At its election, the Fund
may assume the defense of any such action. GSC agrees to
indemnify, hold harmless, reimburse and defend the Fund
and its officers, agents and employees, against all
claims or threatened claims, costs, liabilities,
obligations, losses, or damages (including reasonable
legal fees and expenses) of any nature, incurred by or
imposed upon the Fund or any of its officers, agents or
employees which results, arises out of or is based upon
services rendered to the Fund with negligence,
misconduct, bad faith or reckless disregard on the part
of GSC or its officers, agents or employees. 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.
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Xxxxxx Xxxxxxx Eastern European Fund, Inc.
April 19, 2006
Page 3
(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.
(h) Exclusivity. The Fund agrees and acknowledges that GSC
shall be the sole Information Agent retained by the Fund
in connection with the Offer, and that the Fund 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
Fund may from time to time request that GSC provide it
with certain additional consulting or other services.
The Fund 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 Fund 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 (a) 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;
(b) was available to GSC on a non-confidential basis and
in accordance with law prior to its disclosure to GSC by
the Fund; (c) becomes available to GSC on a
non-confidential basis and in accordance with law from a
person other than the Fund or any of its officers,
directors, employees, agents or affiliates who is not
otherwise bound by a confidentiality agreement with the
Fund or is not otherwise prohibited from transmitting
such information to a third party; or (d) was
independently and lawfully developed by GSC based on
information described in clauses (a), (b) or (c) of this
paragraph. The Fund agrees that all reports, documents
and other work product provided to the Fund by GSC
pursuant to the terms of this Agreement are for the
exclusive use of the Fund 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.
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Xxxxxx Xxxxxxx Eastern European Fund, Inc.
April 19, 2006
Page 4
(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
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 Fund (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: /s/ Xxxxxxxxxxx X. Xxxxxx
Xxxxxxxxxxx X. Xxxxxx
Title: Managing Director
Agreed to and accepted as of
the date first set forth above:
XXXXXX XXXXXXX EASTERN EUROPE FUND, INC.
By: /s/ Xxxxx X. Xxxxxxx
Xxxxx X. Xxxxxxx
Title: Treasurer and Chief Financial Officer
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APPENDIX I
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FEES & SERVICES SCHEDULE
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BASE SERVICES $10,000
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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
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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 reasonable reimbursable expenses and
custodial charges as described in paragraphs (c) and (d) of this Agreement. In
addition, the Fund will be charged a fee of $1,000 if the Offer is extended for
any reason.
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FEE PAYMENT INSTRUCTIONS
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The Company shall pay GSC as follows:
o Upon execution of this Agreement, the Fund shall pay GSC $10,000, which
amount is in consideration of GSC's commitment to represent the Fund and is
non-refundable;
o If applicable, immediately prior to the commencement of the mailing, the
Fund shall advance to GSC a portion of anticipated custodial charges; and
o Upon completion of the Offer, the Fund shall pay GSC the sum of (i) any
variable fees for Additional Services (e.g., telephone calls) which shall
have accrued over the course of the Offer, and (ii) all reimbursable
expenses.
GSC will send the Fund an invoice for each of the foregoing payments.
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