INFORMATION AGENT LETTER OF AGREEMENT
00 Xxx Xxxxx Xxxxxxx X., Xxxxx 000, Xxxxxx, XX 00000 • 000 000 0000 • Fax 000 000 0000 xxx.xxxxxxxx-xxx.xxx
November 16, 2020
Xx. Xxxxxxx Xxxxxxxxx
Chairman of the Board
000 Xxxx Xxxxxxxx Xxxxxx
Milwaukee, WI 53202
INFORMATION AGENT LETTER OF AGREEMENT
This Letter of Agreement sets forth the terms and conditions under which High Income Securities Fund (PCF) agrees to retain
InvestorCom LLC ("ICOM") as Information Agent during its Rights Offering (the Offer). The term of the Agreement shall be the term of the Offer, including extensions thereof.
1. During the term of the Agreement, we will:
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(a)
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Monitor any trading activity and make best efforts to identify and profile major street name stockholders;
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| (b) |
Communicate with stockholders and brokers, through both outgoing and incoming calls on our toll-free number, to confirm receipt and understanding of the terms of the
Offer and answer questions relating solely to the Offer;
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(c)
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If requested, handle the issuance of press
releases and other public relations activities;
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| (d) |
If requested, distribute necessary printed materials to Broadridge, brokers, banks and registered name holders;
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(e)
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Communicate with back office personnel of brokerage
firms and banks to confirm redistribution of materials to beneficial owners.
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| 2. |
In performing the services outlined in paragraph 1 (a) - (e) above, we will not render investment advice to the holders or others, and will not make recommendations,
either directly or indirectly, to anyone regarding a decision by such person to participate in the Offer.
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3. During the Offer, we will:
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(a) Follow up with bank and broker reorganization departments to confirm receipt
of offer material and ensure timely notification to beneficial owners;
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Continue to monitor trading activity, establishing contacts at holders to solidify support for the Offer;
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| (c) |
Contact individual beneficial holders to confirm receipt of material, answer questions, explain terms of the Offer, determine likelihood of support for the Offer and
provide assistance in participating in the Offer;
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(d)
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Contact reorganization departments at all banks and brokerage firms to remind them of the expiration date of the Offer and
to determine the responses from their clients. We will also arrange for brokers to contact those clients which have not yet given
instructions to participate; and
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| (e) |
Follow up with holders whose participation is expected, but which have
not yet been received.
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| 4. |
For our services, you will pay us a non-refundable fee of $5,000. In the event of a successful Offer, you agree to negotiate a fee of no greater than $2,500 to be
paid after completion of the Offer.
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| 5. |
You represent to us and agree that you will indemnify and hold us harmless against any liability which we may incur by reason of a material omission or misstatement,
if any, in the Offer material. We will advise you promptly of any claims for any such liability. You may, at your election, assume the defense of any such action.
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| 6. |
We represent to you that we will comply with applicable requirements of law relating to our services. We further agree not to make any representations not included
in the Offer material and not to make any recommendations as to whether a stockholder should participate in the Offer.
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However, if we do make any representation not included in the Offer material or fail to comply with such laws or make such a
recommendation, we agree to
indemnify and hold you harmless against any liability you may incur by reason of any such representation.
| 7. |
We agree to preserve the confidentiality of all non-public information provided by you or your agents for use in providing services under this Agreement, or
Information developed by us in connection with our services under this Agreement or based upon such non-public information.
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8. The obligations contained this Agreement shall survive the term of this Agreement.
If the above is agreed to by you, please sign, date and return.
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Accepted:
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Sincerely,
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INVESTORCOM LLC
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By:_____________________________
Name:
Title:
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By: /s/Xxxx Xxxxx Xxxx
Xxxx Xxxxx Xxxx
President
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| Date:______________________________ |
Date:______________________________ |
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