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[XXXXXXXXX & COMPANY, INC. LETTERHEAD]
Exhibit k(iii)
March 25, 1997
The Korea Fund, Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
LETTER OF AGREEMENT
This Letter of Agreement (the "Agreement") sets forth the terms and conditions
under which Xxxxxxxxx & Company Inc. ("Georgeson") has been retained by The
Korea Fund, Inc. ("The Korea Fund") as Information Agent for its rights offer
(the "Offer"). The term of the Agreement shall be the term of the Offer,
including any extensions thereof.
1. During the term of the Agreement, Xxxxxxxxx will: provide advice and
consultation with respect to the planning and execution of the Offer;
assist in the preparation and placement of newspaper ads; assist in the
distribution of Offer documents to brokers, banks, nominees,
institutional investors, and other shareholders and investment community
accounts; answer collect telephone inquiries from shareholders and their
representatives; and, if requested, call individuals who are registered
holders.
2. The Korea Fund will pay Xxxxxxxxx a fee of $7,500.00, of which half is
payable in advance per the enclosed invoice and the balance at the
expiration of the Offer, plus an additional fee to be mutually agreed
upon if the Offer is extended more than fifteen days beyond the initial
expiration date. If Xxxxxxxxx is requested to call individuals who are
registered holders of Common Stock of The Korea Fund, The Korea Fund,
Inc. will pay Xxxxxxxxx an additional sum computed on the basis of $6.00
per call.
3. In connection with our services under this agreement, you agree to
reimburse us, or pay directly, or, where requested by us, advance
sufficient funds to us for payment for the following reasonable costs and
expenses:
--expenses incidental to the Offer, including typesetting, printing,
distribution, mailing, postage and freight charges incurred by us on your
behalf;
--expenses we incur in working with your agents or other parties,
including bank threshold lists, data processing, charges for facsimile
transmissions or other forms of electronic communications, charges of
courier, and other such services authorized by you;
--expenses we incur at your request or for your convenience,including
printing additional and/or supplemental material, copying, and travel
expenses of our executives;
--fees and expenses authorized by you resulting from extraordinary
contingencies during the solicitation, including advertising, media
relations, stock watch and analytical services.
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The Korea Fund, Inc.
March 25, 1997
Page 2
4. If requested, we will check, itemize and pay, on your behalf, from funds
provided by you, the charges of brokers and banks, with the exception of
ADP Proxy Services which will bill you directly, for forwarding Offer
material to beneficial owners. To ensure that we have sufficient funds in
your account to pay these bills promptly, you agree to provide us, at the
time we complete the initial delivery of this material, with a
preliminary payment equal to 75% of the anticipated broker and bank
charges for distributing this material. For this service, you will pay us
five dollars and fifty cents ($5.50) for each broker and bank invoice
paid by us. If you prefer to pay these bills directly, please strike out
and initial this clause before returning the Agreement to us.
5. Xxxxxxxxx hereby agrees not to make any representations not included in
the Korea Fund's Registration Statement when it becomes effective.
6. The Korea Fund agrees to indemnify and hold Xxxxxxxxx harmless against
any loss, damage, expense (including, without limitation, reasonable
legal fees and expenses), liability or claim arising out of Xxxxxxxxx'x
fulfillment of the Agreement (except for any loss, damage, expense,
liability or claim arising out of Xxxxxxxxx'x own negligence or
misconduct or failure to substantially perform any of its duties or
obligations under this Agreement). At its election, The Korea Fund may
assume the defense of any such action. Xxxxxxxxx hereby agrees to advise
The Korea Fund of any such liability or claim promptly after receipt of
any notice thereof. The Korea Fund shall not be liable for any settlement
of any action without its written consent. The indemnification contained
in this paragraph will survive the term of the Agreement for a period of
three years from the date hereof.
7. Xxxxxxxxx agrees to preserve the confidentiality of all non-public
information provided by The Korea Fund or its agents for our use in
providing services under this Agreement, or information developed by
Xxxxxxxxx based upon such non-public information.
IF THE ABOVE IS AGREED TO BY YOU, PLEASE SIGN AND RETURN THE ENCLOSED DUPLICATE
OF THIS AGREEMENT TO XXXXXXXXX & COMPANY INC., WALL STREET PLAZA, NEW YORK, NEW
YORK 10005, ATTENTION: XXXXX XXXX, CONTRACT ADMINISTRATOR.
ACCEPTED: Sincerely,
THE KOREA FUND, INC. XXXXXXXXX & COMPANY INC.
By: By:
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Xxx XxXxxxxxx
Senior Managing Director
Title:
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Date:
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