Exhibit (d)(viii)
INFORMATION AGENT AGREEMENT
---------------------------
This document will constitute the agreement between PACHOLDER HIGH YIELD
FUND, INC. (the "FUND"), with its principal executive offices at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇, ▇▇▇▇▇ ▇▇▇, Bank ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ and
SHAREHOLDER COMMUNICATIONS CORPORATION ("SCC"), with its principal executive
offices at ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, 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
--------------------------------------------------
Target Group. SCC estimates that it may call between 460 to 1,250 of the
------------
approximately 6,100 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 SCC 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 Subscription Agent for the
--------------------
Offer for accurate and timely information as to participation in the
Offer.
(2) BANK/BROKER SERVICING
---------------------
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.
16
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
-----------
In consideration for acting as Information Agent SCC will receive a
project fee of $6,500.
(4) ESTIMATED EXPENSES
------------------
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................................ $2,750 $ 3,600
Telephone # look up
2,135 @ $.50......................................... 1,067 1,067
Outgoing telephone 440 to 1,225 @ $3.50.............. 1,540 4,287
Incoming "800" calls
305 to 610 @ $3.50................................... 1,067 2,135
Miscellaneous, data processing, postage, deliveries
Federal Express and mailgrams........................ 500 750
------ -------
Total Estimated Expenses........................... $6,924 $11,839
====== =======
(5) PERFORMANCE
-----------
17
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 provided for
in Section 3 or expenses as provided for 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
----------
The Fund will be responsible for compliance with any regulations required
by the Securities and Exchange Commission or National Association of
Securities Dealers Act 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
-------
Payment for one half the project fee ($3,250) and one half the estimated
high range expenses ($5,919) for a total of $9,169 will be made at the
signing of this Agreement. The balance, if any, will be paid by the Fund
thirty days after SCC sends its final invoice.
(8) MISCELLANEOUS
-------------
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 received by SCC, 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 SCC learns 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 Agreement 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 to 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.
18
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 28th day
of February, 2001.
PACHOLDER HIGH YIELD FUND, INC. SHAREHOLDER COMMUNICATIONS
CORPORATION
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------ ----------------------
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Senior Vice President Vice President
19
