Exhibit 99(2)(k)(iii)
October 27, 2005
Global High Income Dollar Fund, Inc.
00 Xxxx 00xx Xxxxxx
Xxx Xxxx XX 00000
This document will serve as the agreement (the "Agreement") between The
Xxxxxx Group, Inc. ("The Xxxxxx Group") and the Global High Income Dollar
Fund, Inc. (the "Fund"), pursuant to which The Xxxxxx Group will provide the
services set forth below in connection with the Fund's rights offering, which
is expected to commence on or about October 1, 2005.
1. DESCRIPTION OF SERVICES
a) The services to be provided by The Xxxxxx Group under this
Agreement include, but are not limited to:
i) The contacting of banks, brokers and intermediaries to
determine the number of beneficial owners serviced by each;
ii) The distribution of the offering documents to banks,
brokers, and intermediaries and the forwarding of
additional materials as requested;
iii) The printing of documents as requested;
iv) The set up of a dedicated toll-free number to respond to
inquiries, provide assistance to shareholders, and monitor
the response to the offer;
v) The enclosing and mailing of the offering documents to
interested shareholders; and
vi) Providing periodic reports, as requested.
b) If requested by the Fund, The Xxxxxx Group will, for an
additional fee (set forth below), proactively contact registered
shareholders and/or non-objecting beneficial holders (NOBOs) to
help promote a high level of participation in the offer.
2. FEES
a) The Xxxxxx Group agrees to perform the services described above
for a base fee of $7,000, plus out-of-pocket expenses. The base
fee shall be paid at such time as this Agreement is executed.
b) The Fund will reimburse The Xxxxxx Group for reasonable
out-of-pocket expenses, which may include postage, FedEx, Messengers,
telephone and other related items approved by the Fund. Any
out-of-pocket expenses incurred will be invoiced to the Fund after
the completion of the rights offering.
c) In addition to the base fee, a $4.25 per telephone call fee will
be charged for every inbound telephone call received from a
shareholder regarding the Equity Fund's rights offering.
d) The additional fee for contacting NOBOs and registered
shareholders, if requested, will include a fee of $3.50 per
shareholder contacted, and out-of pocket expenses related to
telephone number lookups @ $.35, Data processing, householding, Call
Center Training and Quality Control @ $.12.
3. CONFIDENTIALITY
The Xxxxxx Group and the Fund agree that all books, records,
information and data pertaining to the business of the other party
which are exchanged or received pursuant to the negotiation or the
carrying out of this Agreement shall remain confidential, and shall
not be voluntarily disclosed to any other person, except as may be
required by law. The Xxxxxx Group shall not disclose or use any
nonpublic information (as that term is defined in SEC Regulation S-P
promulgated under Title V of the Xxxxx-Xxxxx-Xxxxxx Act of 1999)
relating to the customers of the Fund and/or its affiliates
("Customer Information") except as may be necessary to carry out the
purposes of this Agreement. The Xxxxxx Group shall use best efforts
to safeguard and maintain the confidentiality of such Customer
Information, and to limit access to and usage of such Customer
Information to those employees, officers, agents and representatives
of The Xxxxxx Group who have a need to know the information or as
necessary to provide the services under this Agreement.
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4. INDEMNIFICATION
a) The Xxxxxx Group shall be entitled to rely upon any written
instructions or directions furnished to it by an appropriate Officer
of the Fund (President, Vice President, Secretary, Assistant
Secretary, or Treasurer), in conformity with the provisions of this
Agreement. The Xxxxxx Group shall not be under any duty or
obligation to inquire into the validity or invalidity or authority or
lack thereof of any instruction or direction from an Officer of the
Equity Fund which conforms to the applicable requirements of this
Agreement and which The Xxxxxx Group reasonably believes to be
genuine.
(b) The Fund will indemnify The Xxxxxx Group against, and hold it
harmless from, all liability and expense which may arise out of or in
connection with the services described in this Agreement or the
instructions or directions furnished to The Xxxxxx Group relating to
this Agreement by an appropriate Officer of the Fund, except for any
liability or expense which shall arise out of the negligence, bad
faith or willful misconduct of The Xxxxxx Group.
(c) The Xxxxxx Group shall be responsible for and shall indemnify and
hold the Fund harmless from and against any and all losses, damages,
costs, charges, counsel fees, payments, expenses and liability
arising out of or attributable to The Xxxxxx Group's refusal or
failure to comply with the terms of this Agreement, or which arise
out of The Xxxxxx Group's negligence, bad faith or willful misconduct.
5. TERMINATION
This agreement shall remain in effect until the conclusion of the
Fund rights offering or, prior to that upon 30 days' written notice
by either party to the other.
6. GOVERNING LAW
This Agreement will be governed and construed in accordance with the
laws of the State of New York, without regard to principles of
conflicts of law.
7. AMENDMENTS
This Agreement, or any term of this Agreement, may be changed or
waived only by written amendment signed by a duly authorized
representative of each party to this Agreement.
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8. ASSIGNMENT
This Agreement shall not be assigned without the prior written of
each party to the Agreement.
9. COUNTERPARTS
This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall
constitute one and the same Agreement.
10. CAPTIONS
The captions and descriptive headings in this Agreement are for only
the convenience of the parties. They do not in any way define or
limit any of the terms of this Agreement.
11. SEVERABILITY
If any provision of this Agreement shall be held invalid by a court
decision, statute, rule or otherwise, the remainder of the Agreement
shall not be affected.
12. SURVIVAL
The provisions of Sections 3, 4, and 6 shall survive any termination,
for any reason, of this Agreement.
If you are in agreement with the above, kindly sign both copies of this
Agreement in the space provided for that purpose below and return one copy to
us. Additionally, an invoice for the base fee is attached and The Xxxxxx
Group requires that we receive this fee prior to the mailing of the offering
materials.
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/s/ XXXX X. XXXXX
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Xxxx X. Xxxxx
Senior Managing Director
AGREED:
Global High Income Dollar Fund, Inc.
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Print Authorized Name
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Authorized Signature
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Title
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Date
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