SUBSCRIPTION AGENT AGREEMENT
Exhibit (k)(5)
This Subscription Agent Agreement (the “Agreement”) is made as of __________________ , 200_ between Royce Focus Trust, Inc. (the “Company”), EquiServe, Inc., a Delaware corporation and its fully owned subsidiary EquiServe Trust Company, N.A., a national banking association (collectively, the “Agent” or individually “EQI” and the “Trust Company”, respectively). All terms not defined herein shall have the meaning given in the prospectus (the “Prospectus”) included in the Registration Statement on Form N-2, File No. 123047 filed by the Company with the Securities and Exchange Commission on March 1, 2005, as amended by any amendment filed with respect thereto (the “Registration Statement”).
WHEREAS, the Company proposes to make subscription offer by issuing certificates or other evidences of subscription rights, in the form designated by the Company (the “Subscription Certificates”) to shareholders of record (the “Shareholders”) of its Common Stock, par value $0.001 per share (“Common Stock”), as of a record date specified by the Company (the “Record Date”), pursuant to which each Shareholder will have certain rights (the “Rights”) to subscribe for shares of Common Stock, as described in and upon such terms as are set forth in the Prospectus, a final copy of which has been or, upon availability will promptly be, delivered to the Agent; and
WHEREAS, the Company wishes the Agent to perform certain acts on behalf of the Company, and the Agent is willing to so act, in connection with the distribution of the Subscription Certificates and the issuance and exercise of the Rights to subscribe therein set forth, all upon the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing and of the mutual agreements set forth herein, the parties agree as follows:
1. Appointment.
The Company
hereby appoints the Agent to act as subscription agent in connection with the distribution
of Subscription Certificates and the issuance and exercise of the Rights in accordance
with the terms set forth in this Agreement and the Agent hereby accepts such appointment.
2. Form and Execution of Subscription
Certificates.
A. Each Subscription
Certificate shall be irrevocable and non-transferable. The Agent shall, in its capacity
as Transfer Agent of the Company, maintain a register of Subscription Certificates
and the holders of record thereof (each of whom shall be deemed a “Shareholder”
hereunder for purposes of determining the rights of holders of Subscription Certificates).
Each Subscription Certificate shall, subject to the provisions thereof, entitle
the Shareholder in whose name it is recorded to the following:
(1) With respect to Record Date Shareholders only, the right to acquire during the Subscription Period, as defined in the Prospectus, at the Subscription Price, as defined in the Prospectus, a number of shares of Common Stock equal to one share of Common Stock for every five Rights (the “Primary Subscription Right”); and
(2) With respect to Record Date Shareholders only, the right to subscribe for additional shares of Common Stock, subject to the availability of such shares and to the allotment of such shares as may be available among Record Date Shareholders who exercise Over-Subscription Rights on the basis specified in the Prospectus; provided, however, that such Record Date Shareholder has exercised all Primary Subscription Rights issued to him or her (the “Over-Subscription Privilege”). Fractional Shares will not be issued upon the exercise of Rights.
3. Rights and Issuance of Subscription
Certificates.
A. Each Subscription
Certificate shall evidence the Rights of the Shareholder therein named to purchase
Common Stock upon the terms and conditions therein and herein set forth.
B. Upon the written advice of the Company, signed by any of its duly authorized officers, as to the Record Date, the Agent shall, from a list of the Company Shareholders as of the Record Date to be prepared by the Agent in its capacity as Transfer Agent of the Company, prepare and record Subscription Certificates in the names of the Shareholders, setting forth the number of Rights to subscribe for the Company’s Common Stock calculated on the basis of one Right for each share of Common Stock recorded on the books in the name of each such Shareholder as of the Record Date. The number of Rights that are issued to Record Date Shareholders will be rounded up by the Agent to the nearest number of Full Rights as Fractional Rights will not be issued. Each Subscription Certificate shall be dated as of the Record Date and shall be executed manually or by facsimile signature of a duly authorized officer of the Subscription Agent. Upon the written advice, signed as aforesaid, as to the effective date of the Registration Statement, the Agent shall promptly countersign and deliver the Subscription Certificates, together with a copy of the Prospectus, instruction letter and any other document as the Company deems necessary or appropriate, to all Shareholders with record addresses in the United States (including its territories and possessions and the District of Columbia). Delivery shall be by first class mail (without registration or insurance), except for those Shareholders having a registered address outside the United States (who will only receive copies of the Prospectus, instruction letter and other documents as the Company deems necessary or appropriate, if any), delivery shall be by air mail (without registration or insurance) and by first class mail (without registration or insurance) to those Shareholders having APO or FPO addresses. No Subscription Certificate shall be valid for any purpose unless so executed.
C. The Agent will mail a copy of the Prospectus, instruction letter, a special notice and other documents as the Company deems necessary or appropriate, if any, but not Subscription Certificates to Record Date Shareholders whose record addresses are outside the United States (including its territories and possessions and the District of Columbia ) (“Foreign Record Date Shareholders”). The Rights to which such Subscription Certificates relate will be held by the Agent for such Foreign Record Date Shareholders’ accounts until instructions are received to exercise the Rights.
4. Exercise.
A. Record
Date Shareholders may acquire shares of Common Stock on Primary Subscription and
pursuant to the Over-Subscription Privilege by delivery to the Agent as specified
in the Prospectus of (i) the Subscription Certificate with respect thereto, duly
executed by such Shareholder in accordance with and as provided by the terms and
conditions of the Subscription Certificate, together with (ii) the estimated purchase
price, as disclosed in the Prospectus, for each share of Common Stock subscribed
for by exercise of such Rights, in U.S.
dollars by money order or check drawn on a bank in the United States, in each case payable to the order of the Company.
B. Rights may be exercised at any time after the date of issuance of the Subscription Certificates with respect thereto but no later than 5:00 P.M. New York time on such date as the Company shall designate to the Agent in writing (the “Expiration Date”). For the purpose of determining the time of the exercise of any Rights, delivery of any material to the Agent shall be deemed to occur when such materials are received at the Shareholder Services Division of the Agent specified in the Prospectus.
C. Notwithstanding the provisions of Section 4 (A) and 4 (B) regarding delivery of an executed Subscription Certificate to the Agent prior to 5:00 P.M. New York time on the Expiration Date, if prior to such time the Agent receives a Notice of Guaranteed Delivery by facsimile (telecopy) or otherwise from a bank, a trust company or a New York Stock Exchange member guaranteeing delivery of (i) payment of the full Subscription Price for the shares of Common Stock subscribed for on Primary Subscription and any additional shares of Common Stock subscribed for pursuant to the Over-Subscription Privilege, and (ii) a properly completed and executed Subscription Certificate, then such exercise of Primary Subscription Rights and Over-Subscription Rights shall be regarded as timely, subject, however, to receipt of the duly executed Subscription Certificate and full payment for the Common Stock by the Agent within three Business Days (as defined below) after the Expiration Date (the “Protect Period”) and full payment for their Common Stock within ten Business Days after the Confirmation Date (as defined in Section 4(D)). For the purposes of the Prospectus and this Agreement, “Business Day” shall mean any day on which trading is conducted on the New York Stock Exchange.
D. The Company will determine the Subscription Price by taking the lower of (i) $0.25 below the last reported sale price of a share of the Company’s Common Stock on the Nasdaq National Market on [ ], 2005 (the “Pricing date”) or (ii) the net asset value of a share of the Company’s Common Stock at the close of business on that date. Within [ ] business days following the Expiration Date (the “Confirmation Date”), EQI shall send to each exercising shareholder (or, if shares of Common Stock on the Record Date are held by Cede & Co. or any other depository or nominee, to Cede & Co. or such other depository or nominee) a confirmation showing the number of shares of Common Stock acquired pursuant to the Primary Subscription, and, if applicable, the Over-Subscription Privilege, the per share and total purchase price for such shares, and any additional amount payable to the Company by such shareholder or any excess to be refunded by the Company to such shareholder in the form of a check and stub, along with a letter explaining the allocation of shares of Common Stock pursuant to the Over-Subscription Privilege.
E. Any additional payment required from a shareholder must be received by EQI within ten Business Days after the Confirmation Date and any excess payment to be refunded by the Company to a shareholder will be mailed by EQI within ten Business Days after the Confirmation Date. If a shareholder does not make timely payment of any additional amounts due in accordance with Section 4(D), EQI will consult with the Company in accordance with Section 5 as to the appropriate action to be taken. EQI will not issue or deliver certificates or Statements of Holding for shares subscribed for until payment in full therefore has been received, including collection of checks and payment pursuant to notices of guaranteed delivery.
5. Validity of Subscriptions.
Irregular
subscriptions not otherwise covered by specific instructions herein shall be submitted
to an appropriate officer of the Company and handled in accordance with his or her
instructions. Such instructions will be documented by the Agent indicating the instructing
officer and the date thereof.
6. Over-Subscription.
If, after
allocation of shares of Common Stock to Record Date Shareholders, there remain unexercised
Rights, then the Agent shall allot the shares issuable upon exercise of such unexercised
Rights (the “Remaining Shares”) to shareholders who have exercised all the Rights
initially issued to them and who wish to acquire more than the number of shares
for which the Rights issued to them are exercisable. The Fund may also increase
the number of Shares subject to the Over-Subscription Privilege by up to 20% of
the Shares. Shares subscribed for pursuant to the Over-Subscription Privilege will
be allocated in the amounts of such over-subscriptions. If the number of shares
for which the Over-Subscription Privilege has been exercised is greater than the
Remaining Shares, the Agent shall allocate the Remaining Shares to Record Date Shareholders
exercising Over-Subscription Privilege based on the number of shares of Common Stock
owned by them on the Record Date. The percentage of Remaining Shares each over-subscribing
Record Date Shareholder may acquire will be rounded up or down to result in delivery
of whole shares of Common Stock. The Agent shall advise the Company immediately
upon the completion of the allocation set forth above as to the total number of
shares subscribed and distributable.
7. Delivery of Shares.
The Agent
will deliver (i) certificates or Statement of Holding reflecting new shares of Company
Common Stock in the Direct Registration System,representing those shares of Common
Stock purchased pursuant to exercise of Primary Subscription Rights as soon as practicable
after the corresponding Rights have been validly exercised and full payment for
such shares has been received and cleared and (ii) certificates or Statements of
Holding representing those shares purchased pursuant to the exercise of the Over-Subscription
Privilege as soon as practicable after the Expiration Date and after all allocations
have been effected. Participants in the Company’s Distribution Reinvestment
and Cash Purchase Plan (the “Plan”) will have an Shares acquired in the Primary
Subscription and pursuant to the Over-Subscription Privilege credited to their accounts
in the Plan. Stock certificates will not be issued for Shares credited to the Plan
accounts.
8. Holding Proceeds of Rights
Offering.
A. All proceeds
received by EQI from Shareholders in respect of the exercise of Rights shall be
held by EQI, on behalf of the Company, in a segregated, interest bearing account
(the “Account”). Such interest shall accrue to the Company (and not to the benefit
of the Shareholders who have submitted Subscription Certificates) pending disbursement
in the manner described in Section 8(B) below.
B. EQI shall deliver all proceeds received in respect of the exercise of Rights to the Company as promptly as practicable, but in no event later than ten business days after the Confirmation Date. Proceeds held in respect of excess payments (including interest earned thereon) shall belong to the Fund.
C. The Company acknowledges that the bank accounts maintained by EQI in connection with the services provided under this Agreement will be in EQI’s name.
9. Reports.
Daily, during
the period commencing on __________, until termination of the Subscription Period,
the Agent will report by telephone or telecopier, confirmed by letter, to an Officer
of the Company, data regarding Rights exercised, the total number of shares of Common
Stock subscribed for, and payments received therefor, bringing forward the figures
from the previous day’s report in each case so as to show the cumulative totals
and any such other information as may be mutually determined by the Company and
the Agent.
10. Loss or Mutilation.
If any Subscription
Certificate is lost, stolen, mutilated or destroyed, the Agent may, on such terms
which will indemnify and protect the Company and the Agent as the Agent may in its
discretion impose (which shall, in the case of a mutilated Subscription Certificate
include the surrender and cancellation thereof), issue a new Subscription Certificate
of like denomination in substitution for the Subscription Certificate so lost, stolen,
mutilated or destroyed.
11. Compensation for Services.
The Company
agrees to pay to the Agent compensation for its services hereunder in accordance
with its Fee Schedule to act as Agent attached hereto as Exhibit A. The Company
further agrees that it will reimburse the Agent for its reasonable out-of-pocket
expenses incurred in the performance of its duties as such.
12. Instructions, Indemnification
and Limitation of Liability.
The Agent
undertakes the duties and obligations imposed by this Agreement upon the following
terms and conditions:
A. The Agent shall be entitled to rely upon any instructions or directions furnished to it by an appropriate officer of the Company, whether in conformity with the provisions of this Agreement or constituting a modification hereof or a supplement hereto. Without limiting the generality of the foregoing or any other provision of this Agreement, the Agent, in connection with its duties hereunder, 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 Company which conforms to the applicable requirements of this Agreement and which the Agent reasonably believes to be genuine and shall not be liable for any delays, errors or loss of data occurring by reason of circumstances beyond the Agent’s control.
B. The Company will indemnify the Agent and its nominees 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 Agent relating to this Agreement by an appropriate officer of the Company, except for any liability or expense which shall arise out of the gross negligence, bad faith or willful misconduct of the Agent or such nominees.
In order for a person (the “indemnified party”) to be entitled to any indemnification provided for under Section 12(B) in respect of,f arising out of or involving a claim made by any person against the indemnified party (a “Third Party
Claim”), the indemnified party must notify the indemnifying party in writing (and in reasonable detail) of the Third Party Claim promptly following receipt by such indemnified party of notice of such Third Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the indemnifying party shall have been actually and materially prejudiced as a result of such failure (except that the indemnifying party shall not be liable for any expenses incurred during the period in which the indemnified party failed to give such notice). Thereafter, the indemnifying party shall deliver to the indemnifying party, promptly following the indemnified party’s receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Third Party Claim. Should the indemnifying party so elect to assume the defense of a Third Party Claim, the indemnifying party shall not be liable to the indemnified party for any legal expenses subsequently incurred by the indemnified party in connection with the defense thereof. The Company shall be entitled to participate as its own expense in the defense of any such Third Party Claim, and, if it so elects at any time after receipt of such notice, it may assume the defense of any suit brought to enforce any such claim or of any other legal action or proceeding. For the purposes of this Section 12, the term “liability and expense” means any amount paid or payable to satisfy any Third Party Claim in compliance with this Section 12, and all reasonable costs and expenses, including, but not limited to, reasonable counsel fees and disbursements, paid or incurred in investigating or defending against any such Third Party Claim in compliance with this Section 12. If the Company chooses to assume the defense of the Third Party Claim, the Agent shall cooperate in the defense thereof. Whether or not the Company assumes the defense of the Third Party Claim, the Agent shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without waiving in writing all rights to indemnification under this Agreement with respect to such Third Party Claim or, if Agent is seeking indemnification from Company, without the Company’s prior written consent (which consent shall not be unreasonably withheld). If the Company assumes the defense of the Third Party Claim, the Agent shall agree to any settlement, compromise or discharge of a Third Party Claim that the Company may recommend and that by its terms obligates the Company to pay the full amount of the liability in connection with such Third Party Claim, which releases the Agent completely in connection with such Third Party Claim and that would not otherwise adversely affect the Agent.
C. The Agent shall be responsible for and shall indemnify and hold the Company harmless from and against any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability arising out of or attributable to Agent’s refusal or failure to comply with the terms of this Agreement, or which arise out of Agent’s negligence or willful misconduct or which arise out of the breach of any representation or warranty of Agent hereunder, for which Agent is not entitled to indemnification under this Agreement; provided, however, that Agent’s aggregate liability during any term of this Agreement with respect to, arising from, or arising in connection with this Agreement, or from all services provided or omitted to be provided under this Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, the amounts paid hereunder by the Company to Agent as fees and charges, but not including reimbursable expenses.
13. Changes in Subscription
Certificate.
The Agent
may, without the consent or concurrence of the Shareholders in whose names Subscription
Certificates are registered, by supplemental agreement or otherwise, concur with
the Company in making any changes or corrections in a Subscription Certificate that
it shall have been advised by counsel (who may be counsel for the Company) is appropriate
to cure any ambiguity or to correct any defective or inconsistent provision or clerical
omission or mistake or manifest error therein or herein contained, and which shall
not be inconsistent with the provision of the Subscription Certificate except insofar
as any such change may confer additional rights upon the Shareholders.
14. Assignment/Delegation.
A. Except
as provided in Section 14(C) below, neither this Agreement nor any rights or obligations
hereunder may be assigned or delegated by either party without the written consent
of the other party.
B. This Agreement shall inure to the benefit of and be binding upon the parties and their respective permitted successors and assigns. Nothing in this Agreement is intended or shall be construed to confere upon any other person any right, remedy or claim or to impose any other person any duty, liability or obligation.
C. The Agent may, without further consent on the part of the Company, subcontract with other subcontractors for systems, processing, telephone and mailing services, and post-exchange activities, as may be required from time to time; provided, however, that the Agent shall be as fully responsible to the Company for the acts and omissions of any subcontractor as it is for its own acts and omissions.
15. Governing Law.
The validity,
interpretation and performance of this Agreement shall be governed by the law of
the Commonwealth of Massachusetts.
16. No Joint Venture; Third
Party Beneficiaries.
This Agreement
does not constitute an agreement for a partnership or joint venture between the
Agent and the Company. Neither party shall make any commitments with third parties
that are binding on the other party without the other party’s prior written
consent.
17. Force Majeure.
In the event
either party is unable to perform its obligations under the terms of this Agreement
because of acts of God, strikes, terrorist acts, equipment or transmission failure
or damage reasonably beyond its control, or other cause reasonably beyond its control,
such party shall not be liabile for damages to the other for any damages resulting
from such failure to perform or otherwise from such causes. Performance under this
Agreement shall resume when the affected party or parties are able to perform substantially
that party’s duties.
18. Consequential Damages.
Neither party
to this Agreement shall be liable to the other party for any consequential, indirect,
special or incidental damages under any provisions of this Agreement or for any
consequential, indirect, penal, special or incidential damages arising out of any
act or failure to act hereunder even if that party has been advised of or has foreseen
the possibility of such damages.
19. Severability.
If any provision
of this Agreement shall be held invalid, unlawful, or unenforceable, the valididty,
legality, and enforceability of the remaining provisions shall not in any way be
affected or impaired.
20. Counterparts.
This Agreement
may be executed in one or more counterparts, each of which shall be deemed an original
and all of which together shall be considered one and the same agreement.
21. Facsimile Signatures.
Any facsimile signature of
any party hereto shall constitute a legal, valid and binding execution hereof by such party.
22. Captions.
The captions
and descriptive headings herein are for the convenience of the parties only. They
do not in any way modify, amplify, alter or give full notice of the provisions hereof.
23. Confidentiality.
The Agent
and the Company agree that all books, records, informtion 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 including the fees for services
set forth in the attached schedule shall remain confidential, and shall not be voluntarily
disclosed to any other person, except as may be required by law.
24. Term and Termination.
This Agreement
shall remain in effect until 30 days’ written notice has been provided by either
party to the other. Upon termination of the Agreement, the Agent shall retain all
canceled Certificates and related documentation as required by applicable law.
25. Notices.
Until further
notice in writing by either party hereto to the other party, all written reports, notices and other communications
between the Exchange Agent and the Company required or permitted hereunder shall
be delivered or mailed by first class mail, postage prepaid, telecopier or overnight
courier guaranteeing next day delivery,addressed as follows:
| If to the Company, to: | |||
| Royce Focus Trust, Inc. | |||
| 0000 Xxxxxx xx xxx Xxxxxxxx | |||
| Xxx Xxxx, XX 00000 | |||
| Attn: Xxxx X. Xxxxxxxxx | |||
| Vice President | |||
| With a copy to: | |||
| Royce & Associates, LLC | |||
| 0000 Xxxxxx xx xxx Xxxxxxxx | |||
| Xxx Xxxx, XX 00000 | |||
| Attn: Xxxx X. Xxxxxxxxx | |||
| Chief Operating Officer | |||
| If to the Agent, to: | |||
| EquiServe Trust Company, N.A. | |||
| c/o EquiServe, Inc. | |||
| 000 Xxxxxx Xxxxxx | |||
| Xxxxxx, XX 00000 | |||
| Attn: Reorganization Department | |||
| or | |||
| 000 Xxxxxxxxxx Xxxxxxxxx | |||
| Xxxxxx Xxxx, XX 00000 | |||
| Attn: Reorganization Department | |||
26. Survival.
The provisions
of Paragraphs 12, 15, 17-27 shall survive any termination, for any reason, of this
Agreement.
27. Merger of Agreement.
This Agreement
constitutes the entire agreement between the parties hereto and supercedes any prior
agreement with respect to the subject matter hereof whether oral or written.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers, hereunto duly authorized, as of the day and year first above written.
| EQUISERVE TRUST COMPANY, N.A. | ROYCE FOCUS TRUST, INC. | |
| By:______________________________ | By:_______________________ | |
| Date:____________________________ | Date:______________________ | |
| Title:____________________________ | Title:______________________ | |
| EQUISERVE, INC. | ||
| By:______________________________ | ||
| Date:_____________________________ | ||
| Title:_____________________________ | ||
EQUISERVE TRUST COMPANY,
N.A.
PROPOSAL
to serve as
SUBSCRIPTION AGENT FOR
ROYCE FOCUS TRUST, INC.
A. FEES FOR SERVICES *
| $ | 10,000.00 | Project Management Fee | |
| $ | 2.00 | Per subscription form issued | |
| $ | 9.50 | Per subscription form processed (registered and beneficial) | |
| $ | 15.00 | Per defective subscription form received | |
| $ | 15.00 | Per notice of guaranteed delivery received | |
| $ | 2.00 | Per broker split certificate issued | |
| $ | 3.00 | Per sale of right (if applicable) | |
| $ | 4.50 | Per invoice mailed (if applicable) | |
| $ | 1.75 | Per refund check issued and mailed (if applicable) | |
| $ | 5.00 | Per solicitation check processed and mailed (if applicable) | |
| $ | 15.00 | Per withdrawal of subscription certificate (if applicable) | |
| $ | 50.00 | Per wire (if applicable) | |
| $ | 2,500.00 | New York window fee for Midnight expiration (if applicable) | |
| $ | 2,500.00 | For all Pro-rations (if applicable) 1 charge shall apply | |
| $ | 3,000.00 | Per offer extension | |
| $ | 5,000.00 | Minimum charge should the project be canceled for any reason prior to the mailing of the subscription form |
*Excludes out-of-pocket expenses as described in Section C, “Items Not Covered”
| B. | SERVICES COVERED | ||
| • | Designating an operational team to carry out Subscription Agent duties, including document review and execution of legal agreement, review of subscription form and communication materials, project management, and on-going project updates and reporting | ||
| • | Calculating Rights to be distributed to each shareholder and printing shareholder information on the subscription form | ||
| • | Issuing and mailing subscription forms to registered shareholders | ||
| • | Tracking and reporting the number of exercises made, as required | ||
| • | Processing Rights received and exercised | ||
| • | Deposit participant checks daily and forward all participant funds to Royce at the end of the offering period | ||
| • | Providing receipt summation of checks received | ||
| • | Affixing legends to appropriate stock certificates, where applicable | ||
| • | Issuing and mailing stock certificates and/or checks | ||
| • | Interfacing with the Information Agent | ||
| • | Calculating, issuing and mailing of proration and/or over-subscription checks if applicable | ||
| • | Calculating, issuing and mailing of solicitation checks if applicable | ||
| C. | ITEMS NOT COVERED | ||
| • | Items not specified in the “Services Covered” section set forth in this Agreement, including any services associated with new duties, legislation or regulatory fiat which become effective after the date of this Agreement (these will be provided on an appraisal basis) | ||
| • | All out-of-pocket expenses such as telephone line charges, overprinting, certificates, checks, postage, stationery, wire transfers, and excess material disposal (these will be billed as incurred) | ||
| • | Reasonable legal review fees if referred to outside counsel | ||
| • | Overtime charges assessed in the event of late delivery of material for mailings unless the target mail date is rescheduled | ||
| D. | ASSUMPTIONS | ||
| • | Proposal based upon document review and information known at this time about the transaction. | ||
| • | Significant changes made in the terms or requirements of this transaction could require modifications to this proposal | ||
| • | Proposal must be executed prior to the initial mailing | ||
| • | Company responsible for printing of materials(Rights Card, Prospectus and ancillary documents) | ||
| • | Material to be mailed to shareholders must be received no less than five (5) business days prior to the start of the mailing project | ||
E. PAYMENT FOR SERVICES
The Project Management Fee will be rendered and payable on the effective date of the transaction. An invoice for any out-of-pockets and per item fees realized will be rendered and payable on a monthly basis, except for postage expenses in excess of $5,000. Funds for such mailing expenses must be received one (1) business day prior to the scheduled mailing date.
EquiServe Trust Company, N.A. Royce Focus Trust, Inc.
| EquiServe Trust Company, N.A. | Royce Focus Trust, Inc. | |||
| By: ___________________________ | By: ___________________________ | |||
| Title:__________________________ | Title:__________________________ | |||
| Date: __________________________ | Date: __________________________ |
11
