AGREEMENT
This document will constitute the agreement between H&Q HEALTHCARE
INVESTORS (the "FUND"), with its principal executive offices at 00 Xxxxx Xxxxx,
Xxxxxx XX 00000 and SHAREHOLDER COMMUNICATIONS CORPORATION ("SCC"), with its
principal executive offices at 00 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000, relating to
a Rights Offering (the "OFFER") of the Fund.
The services to be provided by SCC will be as follows:
(1) INDIVIDUAL HOLDERS OF RECORD AND BENEFICIAL OWNERS
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Target Group. SCC estimates that it may call between 2,400 to 3,300 of
the approximately 11,000 outstanding beneficial and record
shareholders. The estimate number is subject to adjustment and SCC may
actually call more or less shareholders depending on the response to
the OFFER or at the FUND's direction.
Telephone Number Lookups. SCC will obtain the needed telephone numbers
from various types of telephone directories.
Initial Telephone Calls to Provide Information. SCC will begin
telephone calls to the target group as soon as practicable. Most calls
will be made during 10:00 A.M. to 9:00 P.M. on business days and only
during 10:00 A.M. to 5:00 P.M. on Saturdays. No calls will be received
by any shareholder after 9:00 P.M. on any day, in any time zone,
unless specifically requested by the shareholder. SCC will maintain
"800" lines for shareholders to call with questions about the OFFER.
The "800" lines will be staffed Monday through Friday between 9:00
a.m. and 9:00 p.m.
Remails. SCC will coordinate remails of offering materials to the
shareholders who advise us that they have discarded or misplaced the
originally mailed materials.
Reminder/Extension Mailing. SCC will help to coordinate any targeted
or broad-based reminder mailing at the request of the FUND. SCC will
mail only materials supplied by the FUND or approved by the Fund in
advance in writing.
Subscription Reports. SCC will rely upon the transfer agent for
accurate and timely information as to participation in the OFFER.
(2) BANK/BROKER SERVICING
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SCC will contact all banks, brokers and other nominee shareholders
("intermediaries") holding stock as shown on appropriate portions of
the shareholder lists to ascertain quantities of offering materials
needed for forwarding to beneficial owners.
SCC will deliver offering materials by messenger to New York City
based intermediaries and by Federal Express or other means to non-New
York City based intermediaries. SCC will also follow-up by telephone
with each intermediary to insure receipt of the offering materials and
to confirm timely remailing of materials to the beneficial owners.
SCC will maintain frequent contact with intermediaries to monitor
shareholder response and to insure that all liaison procedures are
proceeding satisfactorily. In addition, SCC will contact beneficial
holders directly, if possible, and do whatever may be appropriate or
necessary to provide information regarding the OFFER to this group.
SCC will, as frequently as practicable, report to the Fund with
response from intermediaries.
(3) PROJECT FEE
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In consideration for acting as Information Agent SCC will receive a
project fee of $10,000.
(4) ESTIMATED EXPENSES
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SCC will be reimbursed by the FUND for its reasonable out-of-pocket
expenses incurred provided that SCC submits to the FUND an expense
report, itemizing such expenses and providing copies of all supporting
bills in respect of such expenses. If the actual expenses incurred are
less than the portion of the estimated high range expenses paid in
advance by the FUND, the FUND will receive from SCC a check payable in
the amount of the difference at the time that SCC sends its final
invoice for the second half of the project fee.
SCC's expenses are estimated as set forth below and the estimates are
based largely on data provided to SCC by the FUND. In the course of
the OFFER the expenses and expense categories may change due to
changes in the OFFER schedule or due to events beyond SCC's control,
such as delays in receiving offering material and related items. In
the event of significant change or new expenses not originally
contemplated, SCC will notify the FUND by phone and/or by letter for
approval of such expenses.
Estimated Expenses Low Range High Range
------------------ --------- ----------
Distribution Expenses $ 2,500 $ 3,500
Telephone # look up
7,800 @ $.45 3,510 3,510
Outgoing telephone
2,500 to 3,400 @ $3.75 9,375 12,750
Incoming "800" calls
750 to 1,150 @ $3.75 2,812 4,312
Miscellaneous, data
processing, postage,
deliveries Federal
Express and mailgrams 500 750
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Total Estimated
Expenses $18,697 $24,822
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(5) PERFORMANCE
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SCC will use its best efforts to achieve the goals of the FUND but SCC
is not guaranteeing a minimum success rate. SCC's Project Fee as
outlined in Section 3 or Expenses as outlined in Section 4 are not
contingent on success or failure of the OFFER.
SCC's strategies revolve around a telephone information campaign. The
purpose of the telephone information campaign is to raise the overall
awareness among shareholders of the OFFER and help shareholders better
understand the transaction. This in turn may result in higher overall
response.
(6) COMPLIANCE
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The FUND will be responsible for compliance with any regulations
required by the Securities and Exchange Commission, National
Association of Securities Dealers or any applicable federal or state
agencies.
In rendering the services contemplated by this Agreement, SCC agrees
not to make any representations, oral or written, to any shareholders
or prospective shareholders of the FUND that are not contained in the
FUND's Prospectus, unless previously authorized to do so in writing by
the FUND.
(7) PAYMENT
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Payment for one half the project fee ($5,000) and one half the
estimated high range expenses ($9,348) for a total of $14,348 will be
made at the signing of this contract. The balance, if any, will be
paid by the FUND due thirty days after SCC sends its final invoice.
(8) MISCELLANEOUS
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SCC will hold in confidence and will not use nor disclose to third
parties information we receive from the FUND, or information developed
by SCC based upon such information we receive, except for information
which was public at the time of disclosure or becomes part of the
public domain without disclosure by SCC or information which we learn
from a third party which does not have an obligation of
confidentiality to the FUND.
In the event the project is canceled for an indefinite period of time
after the signing of this contract and before the expiration of the
OFFER, SCC will be reimbursed by the FUND for any expenses incurred
and not less than 100% of the project fee.
The FUND agrees to indemnify, hold harmless, reimburse and defend SCC,
and its officers, agents and employees, against all claims or
threatened claims, costs, expenses, liabilities, obligations, losses
or damages (including reasonable legal fees and expenses) of any
nature, incurred by or imposed upon SCC, or any of its officers,
agents or employees, which results, arises out of or is based upon
services rendered to the FUND in accordance with the provisions of
this AGREEMENT, provided that such services are rendered to the FUND
without any negligence, willful misconduct, bad faith or reckless
disregard on the part of SCC, or its officers, agents and employees.
This agreement will be governed by and construed in accordance with the
laws of the State of New York. This AGREEMENT sets forth the entire AGREEMENT
between SCC and the FUND with respect to the agreement herein and cannot be
modified except in writing by both parties.
IN WITNESS WHEREOF, the parties have signed this AGREEMENT this 22nd day
of January, 1997.
H&Q HEALTHCARE INVESTORS SHAREHOLDER COMMUNICATIONS
CORPORATION
By /s/ Xxxxxxxxx Xxxxxxx By
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Xxxxxxxxx Xxxxxxx Xxxxxx X. Xxxxxxx
Treasurer Vice President
