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EXHIBIT (c)(2)
MACKENZIE PARTNERS, INC.
000 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000
Tel: 000-000-0000 Fax: 000-000-0000
0000 Xxxxxxx Xxxx Xxxx, Xxx Xxxxxxx, XX 00000
Tel: 000-000-0000 Fax: 000-000-0000
June 26, 0000
Xxx Xxx Xxxxx Xxxxxx Fund Inc.
c/o Custodial Trust Company
000 Xxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Dear Sirs:
This is to confirm our agreement that effective the date hereof MacKenzie
Partners, Inc. ("MacKenzie Partners") has been engaged by The New South Africa
Fund Inc. (the "Company") as Information Agent for its proposed tender offer to
purchase 449,652 of its issued and outstanding shares of common stock, par
value $0.001 per share (the "Shares"), for cash at a price equal to the Net
Asset Value as of the close of the offer (the "Offer"). As Information Agent,
MacKenzie Partners will perform customary services (the "Services") to the
Company, including: i) distribution of the Offer materials to securityholders,
brokers and nominees, ii) telephoning brokers, nominees and other institutional
holders, iii) receiving telephone calls from securityholders, iv) providing
information to securityholders from the materials, and v) providing such other
advisory services as may be requested from time to time by the Company. We
agree not to make any representation not contained in the offer to Purchase and
related documents.
The Services shall continue until the expiration, termination or cancellation
of the Offer. In consideration of the Services you agree to pay MacKenzie
Partners the following:
1. The fee will be $4,500. In the event you request us to provide additional
services not contemplated by this agreement, you agree to pay us an
additional amount, if any, to be mutually agreed upon based on such
additional services provided. All fees will be payable upon expiration,
termination or cancellation of the Offer.
2. MacKenzie Partners' reasonable out-of-pocket expenses which shall include
but not be limited to: telephone and telecopier charges; copying costs;
messenger services; electronic news distribution; news wire service
charges; transportation, meals and lodging; data processing, and mailing,
postage and courier costs.
You agree that information and data which you furnish to us, whether written,
oral or pictorial, will be true, accurate and complete to the best of the
Company's knowledge and in all material respects and we are authorized to rely
upon it, as well as any information or data received from third parties with
your permission and on your behalf, as true, accurate and complete in all
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Xxx Xxxxx Xxxxxx Fund Inc.
June 26, 1998
Page 2
material respects. You agree to review carefully any materials which we prepare
for you pursuant to this Agreement and to promptly advise if in your reasonable
opinion these materials are materially false, inaccurate or incomplete.
You agree to indemnify and hold us and our employees harmless against any
losses, claims, damages, liabilities or expenses (including, without limitation,
legal and other related fees and expenses) to which we may become subject
arising from or in connection with the Services or matters which are the subject
of this Agreement; provided, however, that you shall not be liable under this
sentence in respect of any loss, claim, damage, liability or expense which was
the result of our (or our employees or agents) willful misfeasance or bad faith.
The Company will not be liable under this indemnity unless we give you prompt
written notice of any related claim or action brought against us. At your
election, you may assume the defense of any such claim or action. The provisions
of this paragraph shall indefinitely survive the period of this Agreement.
This Agreement shall be interpreted according to and governed by the laws of the
State of New York and each of us consents to the exclusive jurisdiction of the
courts of such State.
If any provision of this Agreement shall be held illegal, invalid or
unenforceable by any court, this Agreement shall be construed and enforced as if
that provision had not been contained herein and shall be deemed an Agreement
among us to the full extent permitted by applicable law.
Please confirm that the foregoing is in accordance with your understanding by
signing and returning to us the enclosed duplicate of this letter.
Sincerely yours,
Agreed to as of the date first written above.
MacKenzie Partners, Inc. The New South Africa Fund Inc.
By: /s/ Xxxxxx X. Xxxxxxx By: /s/ Xxxxxx Xxxxxx
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Xxxxxx X. Xxxxxxx Xxxxxx Xxxxxx
Vice President President and Chairman
