Exhibit (k)(6)
INFORMATION AGENT AGREEMENT
This document will constitute the agreement between Royce Value
Trust, Inc. (the "Fund"), with its principal executive office at ▇▇▇▇ ▇▇▇▇▇▇
▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇ SHAREHOLDER COMMUNICATIONS
INC. ("GSC"), with its principal executive offices at ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇
▇▇▇▇, ▇▇ ▇▇▇▇▇, relating to a Rights Offer (the "OFFER") by the Fund.
The services to be provided by GSC will be as follows:
(1) INDIVIDUAL HOLDERS OF RECORD AND BENEFICIAL OWNERS
Target Group. GSC estimates that it may initiate outbound or receive
inbound telephone inquiries to or from approximately 6,670 to 8,465
of the approximately 39,000 outstanding beneficial and registered
shareholders. The estimate number is subject to adjustment and GSC
may actually receive more or less telephone inquiries depending on
the response to the OFFER.
Inbound Telephone Calls to Provide Information. GSC will maintain
toll-free inbound "800" lines for shareholder inquiries about the
OFFER and GSC customer service representatives will answer any
questions relating to information provided in the offer documents and
will assist them in properly executing the Rights documents. The
"800" lines will be staffed Monday through Friday between 9:00 a.m.
and 11:00 p.m. Eastern time.
Re-mails. GSC will coordinate re-mails of offering materials to the
shareholders who advise us that they have discarded or misplaced the
originally mailed materials.
Reminder/Extension Mailing. GSC will help to coordinate any targeted
or broad-based reminder mailing at the request of the FUND. GSC will
mail only materials supplied by the FUND or approved by the FUND in
advance in writing.
Subscription Reporting. GSC will provide extensive reporting
beginning one week prior to expiration of the OFFER or any extensions
thereafter, which will measure shareholder participation and the
number/percentage of shares being tendered. This reporting will be
based solely on previously established contacts within the
reorganization departments of participating broker/dealers.
(2) BANK/BROKER SERVICING
GSC 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.
GSC 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. GSC will also follow-up by telephone
with each intermediary to insure receipt of the offering materials
and to confirm timely re-mailing of materials to the beneficial
owners.
GSC will maintain frequent contact with intermediaries to monitor
shareholder response and to insure that all liaison procedures are
proceeding satisfactorily.
GSC will report to the FUND the date all material was shipped,
received and distributed by participating intermediaries.
(3) PROJECT FEE
In consideration for acting as Information Agent GSC will receive a
project fee of $12,500. Terms of payment are outlined in section 7 of
this agreement.
4) ESTIMATED EXPENSES
GSC will be reimbursed by the FUND for its reasonable out-of-pocket
expenses incurred provided that GSC 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 GSC
a check payable in the amount of the difference at the time that GSC
sends its final invoice for the second half of the project fee.
GSC's expenses are estimated as set forth below and the estimates are
based largely on data provided to GSC 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 GSC's control,
such as delays in receiving offering material and related items. In
the event of significant change or new expenses not originally
contemplated, GSC will notify the FUND by phone and/or by letter for
approval of such expenses.
Estimated Expenses Low Range High Range
------------------ --------- ----------
Data Handling and Preparation
Telephone # Lookup - Account Consolidation
Computer Match and Info. Operators (blended rate)
13,416 @ $0.60...............................................................$8,049.00 $8,049.00
Outbound Telephone Calls
5,366 to 6,036 @ $3.75 (registered and NONO holders).........................20,122.50 22,635.00
720 to 935 @ $4.00 (brokers, banks and intermediaries)........................2,880.00 3,740.00
Incoming "800" calls (shareholders, banks, brokers)
585 to 1,169 @ $3.75..........................................................2,193.75 4,383.75
Distribution Expenses (includes messengers,
freight and FedEx)............................................................3,900.00 8,900.00
Miscellaneous, data processing, street search,
fax and FedEx...................................................................750.00 1,500.00
Total Estimated Expenses................................................$37,895.25 $49,207.75
(5) PERFORMANCE
GSC will use its best efforts to achieve the goals of the FUND but
GSC is not guaranteeing a minimum success rate. GSC's Project Fee as
outlined in Section 3 or Expenses as outlined in Section 4 are not
contingent upon a specific level of participation in the OFFER.
GSC's strategies revolve around an inbound telephone information
campaign. The purpose of the telephone information campaign is to
assist in raising the overall awareness amongst 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, National
Association of Securities Dealers or any applicable federal or state
agencies.
In rendering the services contemplated by this Agreement, GSC 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 Rights Offer material, unless previously authorized to do so
in writing by the FUND.
7) PAYMENT
Payment for the full fee and expenses, as outlined in sections 3 and
4 of this agreement, will be made by the FUND and due thirty days
after GSC sends its final invoice.
(8) MISCELLANEOUS
GSC will hold in confidence and will not use nor disclose to third
parties information we receive from the FUND, or information
developed by GSC 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 GSC or information
which we learn 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 contract and before the expiration of the
OFFER, GSC will be reimbursed by the FUND for any expenses incurred
and a pro rata portion of the project fee based on the number of days
between the initial public announcement of the OFFER to the
originally planned expiration of the OFFER.
The Fund agrees to indemnify and hold harmless GSC and its
stockholders, officers, directors, employees, agents and affiliates
against any and all claims, costs, damages, liabilities, judgments
and expenses, including the fees, costs and expenses of counsel
retained by GSC ("Losses"), which result from claims, actions, suits,
subpoenas, demands or other proceedings brought against or involving
GSC which directly relate to or arise out of GSC's performance of the
Services (except for costs, damages, liabilities, judgments or
expenses which shall have been determined by a court of law pursuant
to a final and nonappealable judgment to have directly resulted from
GSC's negligence or willful misconduct. To the extent the Fund
suffers Losses as a direct result of GSC's negligence or willful
misconduct, GSC agrees to indemnify and hold harmless the Fund and
its stockholders, officers, directors, employees, agents and
affiliates. In addition the prevailing party shall be entitled to
reasonable attorneys' fees and court costs in any action between the
parties to enforce the provisions of this Agreement, including the
indemnification rights contained in this paragraph. The indemnity
obligations set forth in this shall survive the termination of this
Agreement.
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 GSC 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 _____
day of January, 2003.
ROYCE VALUE TRUST, INC. ▇▇▇▇▇▇▇▇▇ SHAREHOLDER
COMMUNICATIONS INC.
By_________________________ By_________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Senior Vice President