PROXY SOLICITATION · CORPORATE GOVERNANCE · SECURITY HOLDER IDENTIFICATION · BANKRUPTCY SERVICES
Exhibit 99.(k)(3)
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Winner of TOPS Award Highest-Rated Proxy Solicitation Firm |
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PROXY SOLICITATION · CORPORATE
GOVERNANCE · SECURITY HOLDER
IDENTIFICATION |
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TheAltmanGroup
June 7, 2007
The Thai Capital Fund, Inc.
C/O Daiwa Securities Trust Company
One Evertrust Plaza
Jersey City, NJ 07302-3051
Attn: Mr. ▇▇▇▇ ▇’▇▇▇▇▇
Vice President & Treasurer
Dear ▇▇▇▇:
This will serve as the agreement between The ▇▇▇▇▇▇ Group, Inc. (“The ▇▇▇▇▇▇ Group”) and The Thai Capital Fund, Inc. (the “Client”), pursuant to which The ▇▇▇▇▇▇ Group will serve the Client as Information Agent for its Rights Offering (the “Offer”).
As Information Agent, The ▇▇▇▇▇▇ Group will handle the following:
1. Provide strategic counsel to the Client and its advisors on the execution of the steps to best ensure the success of the Offer.
2. Develop a timeline, detailing the logistics and suggested communications methods.
3. Coordinate the ordering and receipt of the Depository Trust Company participant list(s) and non-objecting beneficial owner (NOBO) list(s).
4. Typeset and place any summary advertisement in publication selected by the Client.
5. Contact the reorganization departments at all banks and brokerage firms to determine the number of holders and quantity of materials needed.
6. Coordinate the printing of sufficient documents for the eligible universe of holders (if requested to do so).
7. Complete the mailing of needed Offer material to any registered holders.
8. Distribute the Offer material to banks and brokers, and follow up to ensure the correct processing of such by each firm.
9. Distribute the documents directly to the decision maker at each major institutional holder, if any, to avoid the delay associated with the material being filtered through the holders’ custodian bank or brokerage firm.
10. Establish a dedicated toll-free number to answer questions, provide assistance and fulfill requests for Offer materials.
11. If requested, conduct an outbound phone campaign to targeted universe of holders to confirm receipt and understanding of the Offer materials.
12. Maintain contact with the bank and broker reorganization departments for ongoing monitoring of the response to the Offer.
13. Provide feedback to the Client and its advisors as to the response to the Offer.
14. Establish ongoing coordination with the depositary to verify expected tenders.
The ▇▇▇▇▇▇ Group, Inc. · ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇., ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ · Tel: ▇▇▇.▇▇▇.▇▇▇▇ · Fax: ▇▇▇.▇▇▇.▇▇▇▇
· ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
Fees
1) The ▇▇▇▇▇▇ Group agrees to complete the work described above for a fee of $6,500, plus $2,500 for any extensions of more than five business days.
2) In addition, reasonable out-of-pocket expenses shall be reimbursed by the Client, and will include such charges as search notification, postage, mailing services, messengers and overnight couriers, other expenses incurred by The ▇▇▇▇▇▇ Group in obtaining or converting depository participant, ISS reports, 13F data, transmissions from ADP, shareholder and/or Non-Objecting Beneficial Owners (NOBO’s) listings; and reasonable and customary charges for supplies, in-house photocopying, and facsimile usage, and other similar activities.
3) If applicable, outgoing calls or received calls for record or beneficial owners, including Non-Objecting Beneficial Owners (NOBO’s), will be charged at a fee of $5.00 per successful contact. A charge of $0.15 per call will be charged for each unsuccessful attempt to contact a shareholder. If a telephone vote is received, an additional $4.50 will be charged per telephone vote obtained. In addition, directory assistance will be charged at a rate of $0.60 per each look-up.
4) A toll free number will be provided to The Thai Capital Fund, Inc. for any holder needing assistance in filling out the letter of transmittal. The set-up fee is $600 and then $4.50 per incoming call. An additional $110.00 per hour will be invoiced for additional data processing time.
5) An invoice for the agreed base fee of $6,500 is attached and The ▇▇▇▇▇▇ Group requires that the signed contract and this retainer be received by our office prior to the distribution of material. Out-of-pocket expenses, fees for completed phone calls, set-up and other fees relating to the toll free number, and charges for telephone look-ups will be invoiced to the Client after the completion of the project.
6) Banks, brokers and proxy intermediaries will be directed to send their invoices directly to the Client for payment. The ▇▇▇▇▇▇ Group will, if requested, assist in reviewing and approving any or all of these invoices.
7) Copies of supplier invoices and other back-up material in support of The ▇▇▇▇▇▇ Group’s out-of-pocket expenses will be available for review at the offices of The ▇▇▇▇▇▇ Group upon reasonable notice and during normal business hours. Upon the Client’s written request, The ▇▇▇▇▇▇ Group will provide copies to the Client.
8) The ▇▇▇▇▇▇ Group reserves the right to receive advance payment for any individual out-of-pocket charge anticipated to exceed $500 before incurring such expense. We will advise you by e-mail or fax of any such request for an out-of-pocket advance.
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Confidentiality
The ▇▇▇▇▇▇ Group acknowledges its responsibility, both during and after the term of this agreement, to preserve the confidentiality of any proprietary or confidential information or data developed by The ▇▇▇▇▇▇ Group on the Client’s behalf or disclosed by the Client to The ▇▇▇▇▇▇ Group.
Indemnification
It is acknowledged that The ▇▇▇▇▇▇ Group cannot undertake to verify facts supplied to it by the Company or factual matters included in material prepared by the Company and approved by the Company. Accordingly, the Company agrees to indemnify and hold The ▇▇▇▇▇▇ Group and all its employees harmless against any loss, damage, expense (including, without limitation, legal and other related fees and expenses), liability or claim arising out of The ▇▇▇▇▇▇ Group’s fulfillment of the agreement (except for any loss, damage, expense, liability or claim resulting out of The ▇▇▇▇▇▇ Group’s own gross negligence or willful misconduct). At its election, the Company may assume the defense of any such action. The ▇▇▇▇▇▇ Group hereby agrees to advise the Company of any such liability or claim promptly after receipt of the notice thereof; provided however, that The ▇▇▇▇▇▇ Group’s right to indemnification hereunder shall not be limited by its failure to promptly advise the Company of any such liability or claim, except to the extent that the Company is prejudiced by such failure.
Termination
The ▇▇▇▇▇▇ Group’s appointment under this Agreement shall be effective as of the date of this letter and will continue thereafter until the termination or completion of the assignment, or until such date as The ▇▇▇▇▇▇ Group may complete the duties requested by the Client or its counsel. The Client will be responsible for paying all reasonable, out-of-pocket expenses incurred on behalf of the Client by The ▇▇▇▇▇▇ Group during the course of the assignment including reasonable out-of-pocket expenses processed after the completion of the assignment. To the extent the Offer does not occur, The ▇▇▇▇▇▇ Group will return to the client the Base Fee less any reasonable out-of-pocket expenses incurred by The ▇▇▇▇▇▇ Group hereunder through the date of the termination hereof.
Governing Law
This Agreement will be governed and construed in accordance with the laws of the State of New York for contracts made and to be performed entirely in New York, and shall inure to the benefit of, and the obligations created hereby shall be binding upon, the successors and assigns of the parties hereto, except that The ▇▇▇▇▇▇ Group may neither assign its rights nor delegate its duties without the Client’s prior written consent.
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If you are in agreement with the above, kindly sign a copy of this agreement in the space provided for that purpose below and return to The ▇▇▇▇▇▇ Group along with the retainer of which an invoice is attached.
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Sincerely, |
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THE ▇▇▇▇▇▇ GROUP, INC. |
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ |
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Managing Director Closed-End Funds |
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▇▇▇▇▇▇ to and accepted as of the date set forth below:
The Thai Capital Fund, Inc.
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Print Authorized Name & Title |
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Authorized Signature |
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Date |
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