Exhibit 2(k)(5)
FORM OF
INFORMATION AGENT AGREEMENT
This document will constitute the agreement between THE HIGH YIELD PLUS
FUND, INC. ("FUND") with its principal executive offices at Gateway Center
Three, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ and SHAREHOLDER COMMUNICATIONS
CORPORATION ("SCC"), with its principal executive offices at ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, relating to a Rights Offering (the "OFFER") of the FUND.
The services to be provided by SCC will be as follows:
(1) INDIVIDUAL HOLDERS OF RECORD AND BENEFICIAL OWNERS
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TARGET GROUP. SCC estimates that it may call between 1,800 to 2,700 of
the approximately 9,000 outstanding beneficial and registered
shareholders of the FUND. The estimate number is subject to adjustment
and SCC may actually call a greater or lesser number of shareholders
depending on the response to the OFFER or at the FUND'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 effectiveness of
the registration statement relating to the OFFER. 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 the FUND with a weekly report reflecting the number of
calls received by SCC reflecting the names and phone number of the
caller, 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 the FUND.
REMINDER/EXTENSION MAILING. SCC will help to coordinate any targeted or
broad-based reminder mailing at the request of the FUND. SCC will mail
only materials supplied by the FUND or approved by the FUND in writing.
SUBSCRIPTION REPORTS. SCC will provide the FUND and ▇.▇. ▇▇▇▇▇▇▇ & Sons,
Inc., the dealer manager with subscription indications beginning not
less than 7 business days prior to expiration of the OFFER. These
reports shall be based solely on verbal indications received from the
reorganization departments of each participating broker dealer.
(2) BANK/BROKER SERVICING
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Immediately following the availability of the offering materials, SCC
will contact all banks, dealers 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.
SCC will deliver offering materials by messenger to New York City based
intermediaries and by Federal Express or other next-day delivery service
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 such names are made available, 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 the FUND with
responses from intermediaries.
(3) PROJECT FEE
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In consideration for acting as Information Agent SCC will receive a
project fee of $5,000.
(4) ESTIMATED EXPENSES
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SCC will be reimbursed by the FUND for its reasonable out-of-pocket
expenses incurred provided that SCC 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 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 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 SCC's control, such as delays
in receiving offering material and related items from the FUND. In the
event of a change of 10% or more from the total expenses estimated or
new expenses not originally contemplated, SCC will notify the FUND by
phone and/or by letter for prior approval of such expenses.
ESTIMATED EXPENSES Low Range High Range
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DATA HANDLING AND PREPARATION
Telephone # Lookup - Account Consolidation,
Computer Match and Information Operators
(blended rate)
3,600 @ $.45..................................... $ 1,620 $ 1,620
INBOUND/OUTBOUND INFORMATION CAMPAIGN
Outbound Telephone Calls
1,800 to 2,700 @ $3.00 (registered & NOBO holders).. 5,400 8,100
200 to 400 @ $3.50 (Reorganization Calls)........ 700 1,400
Inbound "800" Telephone Calls
(Shareholders, Banks, Brokers and Financial Advisors)
450 to 900 @ $3.00.....................................1,350 2,700
MAILING & DISTRIBUTION
Bank/Broker Distribution (freight, messenger
and FedEx)............................................ 1,000 1,500
Miscellaneous expenses - THE FUND, FedEx,
postage, search and related items............... 750 1,250
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TOTAL ESTIMATED EXPENSES........................$10,820 $16,570
(5) PERFORMANCE
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SCC will use its best efforts to achieve the goals of the FUND but SCC
is not guaranteeing a minimum success rate. SCC's Project Fee as
outlined in Section 3 and 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 among FUND shareholders of the OFFER and help shareholders
better understand the transaction. This in turn may result in a higher
overall response.
(6) COMPLIANCE
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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.
The FUND agrees that all activities by the FUND and by others (other
than by, or on behalf of SCC) on behalf of the FUND 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.
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 the FUND.
(7) PAYMENT
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Payment for one half the project fee ($2,500) and one half the estimated
high range expenses ($8,285) for a total of $10,785 will be made at the
signing of this contract. The balance, if any, will be paid by the FUND
due thirty days after SCC sends its final invoice.
(8) DISSEMINATION OF INFORMATION
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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 the FUND to SCC for distribution, or
such distribution has been approved by the FUND in advance in writing,
or (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 the FUND 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
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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
prospectus for the OFFER 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 the FUND.
(10) MISCELLANEOUS
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SCC will hold in confidence and will neither use nor disclose to third
parties information it receives from the FUND, or information developed
by SCC based upon such information it receives, 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 SCC learns from a
third party which does not have an obligation of confidentiality to the
FUND.
In the event the project is cancelled or postponed for an indefinite
period of time after the signing of this Agreement and before the
expiration of the OFFER, SCC will be reimbursed by the FUND for any
expenses incurred as of that date and a pro rata portion of the project
fee as calculated based upon the number of days that have passed from
the signing of this Agreement until such cancellation or postponement in
relation to the total period from signing through the original
expiration date.
The FUND 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 result, arise out of or are based upon services rendered to the
FUND in accordance with the provisions of this AGREEMENT, provided that
such services are rendered to the FUND 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.
SCC will indemnify, hold harmless, reimburse and defend the FUND and its
affiliates, directors, officers, agents, consultants and employees of
and counsel to the FUND to the same extent as the foregoing indemnity
from the FUND to SCC, but only insofar as such claims, costs, expenses,
liabilities, obligations, losses or damages arise out of or in
connection with the services provided by SCC described in 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 SCC 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 December 1998.
THE HIGH YIELD PLUS FUND, INC SHAREHOLDER COMMUNICATIONS
CORPORATION
By __________________________ By_________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
President and Treasurer Vice President