EXHIBIT 99.2(h)(iii)
X.X. Xxxxxx & Associates, Inc. 000 Xxxxx Xxxxxxxxxx Xxxx
X.X. Xxx 000
Xxxxxxxx, XX 00000
Phone: 000.000.0000
Fax 000.000.0000
xxx.xxxxxxxx.xxx
December 24, 2003
Xx. Xxxxxx Xxxxxxx
President
Global Income Fund, Inc.
00 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Dear Xx. Xxxxxxx:
This letter agreement sets forth the terms and conditions under which
Global Income Fund, Inc. (the "Fund") has engaged X.X. Xxxxxx & Associates, Inc.
("Xxxxxx") in connection with the Fund's Rights Offering, scheduled to be held
on a date to be determined (the "Offer").
1. The Fund hereby retains Xxxxxx for Information Agent services (the
"Services") in connection with the Offer and requests and authorizes
Xxxxxx to contact and to provide information to the Fund's
shareholders with respect to matters to be considered with regard to
the Offer. For the purposes of this agreement, such Services shall not
include services in connection with the Offer for which there is a
completing offer in opposition to the Offer proposed by the Fund.
2. The Fund agrees that Xxxxxx shall have the right to pass upon and
approve any and all references to Xxxxxx in any materials used by the
Fund in connection with the Offer (the "Materials").
3. Xxxxxx agrees to preserve the confidentiality of all non-public
information provided by the Fund or its agents for Xxxxxx'x use in
rendering services hereunder.
4. The Fund agrees to pay to Xxxxxx as compensation for the Services a
fee of $5,000.00 pursuant to the following schedule:
50% Due, payable and earned on the date that the Fund's Materials are
first sent or mailed to its shareholders; and
50% Due, payable and earned at the expiration of the Offer.
Our fee for contacting shareholders will be $3.75 per inbound and outbound
telephone call plus line charges and the cost of telephone number look-up
regardless of the outcome of the Offer.
The Fund will promptly reimburse Xxxxxx for all expenses, costs and
disbursements (including counsel fees and expenses) (the "Expenses") incurred by
Xxxxxx in connection with the Services. Xxxxxx will meet these Expenses from a
Reimbursement Account (the "Account") established by the Fund pursuant to
Xxxxxx'x written statement of estimated Expenses as revised and amended during
the course of the services. The funds required to establish the Account shall be
due and payable on the date that the Fund's materials are first sent or mailed
to its shareholders.
The Account, if depleted, or if deemed necessary by Xxxxxx, xxxx be
replenished by the Fund upon Xxxxxx'x written request, accompanied by Xxxxxx'x
interim summary of Expenses. As promptly as practicable upon conclusion of this
engagement, Xxxxxx will submit its final statement for Services and return to
the Fund any unused portion of the Account.
The Fund agrees and acknowledges that the Fund's obligations under this
paragraph 4 are fixed and nonrefundable (with the exception of the unused
portion, if any, of the Account as set forth above), regardless of future
developments in, or the outcome of, the Offer.
5. The Fund represents and warrants to Xxxxxx that all necessary
corporate or other action will have been duly taken by the Fund prior
to the commencement of any solicitation to authorize the solicitation.
6. Each party hereto agrees to hold harmless and indemnify the other
party hereto and their controlling persons and officers, directors,
employees and agents (collectively the "Indemnified Person") from and
against all losses, claims, damages, liabilities, disbursements and
expenses (including, but not limited to, all counsel fees and
expenses) incurred by such Indemnified Persons in connection with any
claim arising out of, relating to or in connection with the Services
and/or the Offer and/or matters relating thereto including the
representations and warranties set forth in paragraph 5 above, except
for the other party's gross negligence or willful misconduct. The
other party shall reimburse such Indemnified Persons for such counsel
fees and expenses when they are paid or incurred by such Indemnified
Persons.
7. Each party agrees to notify the other party promptly of the assertion
of any claim against any of the Indemnified Persons in connection with
matters set forth in paragraph 6; and each party agrees to notify the
other party promptly of the assertion of any claim against the other
party. At the indemnifying party's election, unless there is a
conflict of interest, the defense of the Indemnified Persons shall be
conducted by the indemnifying party's counsel who shall be
satisfactory to the other party. In any action or proceeding the
defense of which the indemnifying party assumes, an Indemnified Person
will have the right to participate in such litigation and to retain
its own counsel at such Indemnified Person's own expense. The
indemnifying party shall not settle or compromise any such action or
proceeding without the Indemnified Person's prior written consent,
unless the terms of such settlement or compromise include an
unconditional release of the Indemnified Person from all liability or
loss arising out of such action or proceeding.
8. The representations and warranties contained in paragraph 5 above and
the indemnity agreement contained in paragraphs 6 and 7 above will
survive the term of this agreement.
9. This letter agreement shall be construed and enforced in accordance
with the laws of the state of New York. Each party agrees that any
action, suit or proceeding arising out of or based upon this letter
agreement shall be brought in any court of competent jurisdiction
located in the County of New York, State of New York, or, if any
litigation involves issues reserved to the federal courts, the United
States District Court for the Southern District of New York or, at the
Indemnified Person's option, wherever any claim which is subject to
this Agreement is asserted against the Indemnified Party, and the
other party hereby consents to the in personam jurisdiction and venue
in any such court and to service of process by certified mail, return
receipt requested.
10. This agreement shall be binding on the successors and assigns of
Xxxxxx and the Fund, and may not be modified except in writing signed
by the parties hereto.
11. If any provision of this Agreement shall be held illegal or invalid by
any court, this Agreement shall be construed and enforced as if such
provision had not been contained herein and shall be deemed an
agreement between the parties hereto to the fullest extent permitted
by law.
If the foregoing correctly sets forth our understanding, please indicate
your acceptance thereof by signing below, whereupon this letter shall constitute
a binding agreement between the Fund and Xxxxxx.
X.X. XXXXXX & ASSOCIATES, INC.
By:/s/ Xxxxx Xxxxxxxxxx
--------------------------
Xxxxx Xxxxxxxxxx
President
ACCEPTED AS OF THE DATE
FIRST ABOVE WRITTEN:
GLOBAL INCOME FUND, INC.
By:/s/ Xxxxxx X. Xxxxxxx
------------------------------
Xxxxxx X. Xxxxxxx
President
