[GEORGESON SHAREHOLDER LOGO OMITTED]
New York
London
Toronto
Rome
Sydney
Johannesburg
April 19, 2006
The Thai Fund, Inc.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
Re: Letter of Agreement
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 The Thai Fund, Inc. (the
"Fund") 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 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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The Thai 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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The Thai 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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The Thai 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:
THE THAI 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
-----------
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
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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