1
Exhibit (k)(5)
[SHAREHOLDER
COMMUNICATIONS
CORPORATION LOGO]
INFORMATION AGENT AGREEMENT
This document will constitute the agreement between COLONIAL INTERMEDIATE
HIGH INCOME FUND ("CIF"), with its principal executive offices at Xxx Xxxxxxxxx
Xxxxxx, 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 Colonial Intermediate High Income
Fund (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 1,440 to 2,400 of
the approximately 9,500 outstanding beneficial and registered
shareholders of the FUND. 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 CIF'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 after being
instructed by CIF. 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. SCC will provide
CIF with a weekly report reflecting the number of calls received by
SCC reflecting the names and phone number, if available.
REMAILS. SCC will coordinate remails of offering materials to the
shareholders who advise us that they have discarded or misplaced the
originally mailed materials. Use of overnight courier services must
receive prior approval by CIF.
REMINDER/EXTENSION MAILING. SCC will help to coordinate any targeted
or broad-based reminder mailing at the request of CIF. SCC will mail
only materials supplied by CIF or approved by CIF in writing.
SUBSCRIPTION REPORTS. SCC will provide CIF and/or the dealer manager
with subscription indications beginning not less than 7 business days
prior to expiration of the OFFER. These reports are based solely on
verbal indications received from the reorganization departments of
each participating broker dealer.
2
[SHAREHOLDER
COMMUNICATIONS
CORPORATION LOGO]
(2) BANK/BROKER SERVICING
SCC will contact all banks, dealers and other nominee shareholders
("sponsors") 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 CIF with responses
from intermediaries.
(3) PROJECT FEE
In consideration for acting as Information Agent SCC will receive a
project fee of $10,000.
(4) ESTIMATED EXPENSES
SCC will be reimbursed by CIF for its reasonable out-of-pocket
expenses incurred provided that SCC submits to CIF 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 CIF, CIF 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 CIF. 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 a change of 10% or more from the total expenses estimated or new
expenses not originally contemplated, SCC will notify CIF by phone
and/or by letter for prior approval of such expenses.
3
[SHAREHOLDER
COMMUNICATIONS
CORPORATION LOGO]
ESTIMATED EXPENSES Low Range High Range
--------- ----------
DATA HANDLING AND PREPARATION
Telephone # Lookup - Account Consolidation,
Computer Match and Information Operators (blended rate)
4,800 @ $.35 ............................................. $ 1,680 $ 1,680
INBOUND/OUTBOUND INFORMATION CAMPAIGN
Outbound Telephone Calls
1,440 to 2,400 @ $2.75 (registered & NOBO holders) ........ 3,960 6,600
1,000 to 1,400 @ $2.75 (Reorganization Calls) ............. 2,750 3,850
Inbound "800" Telephone Calls
(Shareholders, Banks, Brokers and Financial Advisors)
475 to 760 @ $2.75 ........................................ 1,306 2,090
MAILING & DISTRIBUTION
Bank/Broker Distribution (freight, messenger and FedEx) ... 950 1,750
Miscellaneous expenses - Fax, FedEx,
postage, search and related items ......................... 250 400
------- -------
TOTAL ESTIMATED EXPENSES ............................. $10,896 $16,370
(5) PERFORMANCE
SCC will use its best efforts to achieve the goals of CIF 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 amongst shareholders of the OFFER and help shareholders
better understand the transaction. This in turn may result in a higher
overall response.
(6) COMPLIANCE
SCC agrees that all activities by SCC and by others on behalf of SCC
pursuant to this Agreement shall be conducted in compliance with all
applicable (i) federal and state laws and regulations, including, but
not limited to all federal and state securities laws and regulations,
and (ii) requirements of the National Association of Securities
Dealers, Inc. and the New York Stock Exchange.
CIF agrees that all activities by CIF and by others (other than by, or
on behalf of SCC) on behalf of CIF pursuant to this Agreement shall be
conducted in compliance with all applicable (i) federal and state laws
and regulations, including, but not limited to all federal and state
securities laws and regulations, and (ii) requirements of the National
Association of Securities Dealers, Inc.
4
[SHAREHOLDER
COMMUNICATIONS
CORPORATION LOGO]
In rendering the services contemplated by this Agreement, SCC agrees
not to make any representations, oral or written that are not
contained in the FUND's current Prospectus for the OFFER, unless
previously authorized to do so in writing by CIF.
(7) PAYMENT
Payment for one half the project fee ($5,000) and one half the
estimated high range expenses ($8,185) for a total of $13,185 will be
made at the signing of this contract. The balance, if any, will be
paid by CIF due thirty days after SCC sends its final invoice.
(8) DISSEMINATION OF INFORMATION
In rendering the services contemplated by this Agreement, SCC agrees
that neither SCC, nor any person or entity acting on behalf of SCC
shall (i) mail or otherwise distribute any written materials unless
such materials have been provided by CIF to SCC for distribution, or
such distribution has been approved by CIF in advance in writing, (ii)
make any oral representations or other statements to any person or
entity relating in anyway to the FUND or the OFFER other than as set
forth in (A) written materials provided by CIF to SCC for use by SCC
in oral communications pursuant to this Agreement or (B) the then
current prospectus for the OFFER. In connection with representations
or other statements based on information set forth in such prospectus,
SCC shall take appropriate steps to ensure that information is
presented in a manner that is fair, balanced and not misleading.
(9) TRAINING
SCC shall at its own expense provide training to all persons who are
to be involved in communications with shareholders or intermediaries
so as to ensure that all such persons review carefully and understand
the OFFER and the prospectus for the FUND so as to be in a position to
effectively communicate with shareholders and the intermediaries.
Training materials will be based solely on the information provided in
the prospectus or supplemented by CIF.
(10) MISCELLANEOUS
SCC will hold in confidence and will not use nor disclose to third
parties information we receive from CIF, 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 CIF or the FUND.
5
[SHAREHOLDER
COMMUNICATIONS
CORPORATION LOGO]
In the event the project is cancelled for an indefinite period of time
after the signing of this Agreement and before the expiration of the
OFFER, SCC will be reimbursed by CIF for any expenses incurred and a
pro rata portion of the project fee as calculated based upon the
number of days lapsed from the signing of this Agreement through the
original expiration date.
CIF 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 CIF
in accordance with the provisions of this AGREEMENT, provided that
such services are rendered to CIF without any negligence, willful
misconduct, bad faith or reckless disregard on the part of SCC, or its
officers, agents and employees. SCC agrees to advise the FUND of any
claim or liability promptly after receipt of any notice thereof. The
FUND shall not be liable for any settlement without its written
consent.
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 CIF 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 _____
day of May 1998.
COLONIAL INTERMEDIATE SHAREHOLDER COMMUNICATIONS
HIGH INCOME FUND CORPORATION
By By
---------------------------- ----------------------------
Xxxxxx X. Xxxxxxx
Vice President
