September 21, 2005
Xx. Xxxxxx Xxxxxxx
President
Global Income Fund, Inc.
00 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Dear Xx. Xxxxxxx:
This letter agreement sets forth the terms and conditions under which
Global Income Fund, Inc. (the "Fund") has engaged X.X. Xxxxxx & Associates, Inc.
("Xxxxxx") in connection with the Fund's Rights Offering, scheduled to be held
on a date to be determined (the "Offer").
1. The Fund hereby retains Xxxxxx for Information Agent services
(the "Services") in connection with the Offer and requests and
authorizes Xxxxxx to contact and to provide information to the
Fund's shareholders with respect the Offer.
2. The Fund agrees that Xxxxxx shall have the right to pass upon
and approve any and all references to Xxxxxx in any materials
used by the Fund in connection with the Offer (the "Materials").
3. Xxxxxx agrees to preserve the confidentiality of all
non-public information provided by the Fund or its agents for
Xxxxxx'x use in rendering services hereunder.
4. The Fund agrees to pay to Xxxxxx as compensation for the
Services a fee of $5,000.00 pursuant to the following schedule:
50% Due, payable and earned on the date that the Fund's Materials
are first sent or mailed to its shareholders; and
50% Due, payable and earned at the expiration of the Offer.
Our fee for contacting shareholders will be $3.75 per inbound
and outbound telephone call plus line charges and the cost of
telephone number look-up regardless of the outcome of the Offer.
The Fund will promptly reimburse Xxxxxx for all expenses,
costs and disbursements (including counsel fees and expenses) (the
"Expenses") incurred by Xxxxxx in connection with the Services.
Xxxxxx will meet these Expenses from a Reimbursement Account (the
"Account") established by the Fund pursuant to Xxxxxx'x written
statement of estimated Expenses as revised and amended during the
course of the services. The funds required to establish the Account
shall be due and payable on the date that the Fund's materials are
first sent or mailed to its shareholders.
The Account, if depleted, or if deemed necessary by Xxxxxx,
xxxx be replenished by the Fund upon Xxxxxx'x written request,
accompanied by Xxxxxx'x interim summary of Expenses. As promptly as
practicable upon conclusion of this engagement, Xxxxxx will submit
its final statement for Services and return to the Fund any unused
portion of the Account.
The Fund agrees and acknowledges that the Fund's obligations
under this paragraph 4 are fixed and nonrefundable (with the
exception of the unused portion, if any, of the Account as set
forth above), regardless of future developments in, or the outcome
of, the Offer.
5. The Fund represents and warrants to Xxxxxx that all necessary
corporate or other action will have been duly taken by the Fund
prior to the commencement of any solicitation to authorize the
solicitation.
6. Each party hereto agrees to hold harmless and indemnify the
other party hereto and their controlling persons and officers,
directors, employees and agents (collectively the "Indemnified
Person") from and against all losses, claims, damages,
liabilities, disbursements and expenses (including, but not
limited to, all counsel fees and expenses) incurred by such
Indemnified Persons in connection with any claim arising out of,
relating to or in connection with the Services and/or the Offer
and/or matters relating thereto including the representations and
warranties set forth in paragraph 5 above, except for the other
party's gross negligence or willful misconduct. The other party
shall reimburse such Indemnified Persons for such counsel fees
and expenses when they are paid or incurred by such Indemnified
Persons.
7. Each party agrees to notify the other party promptly of the
assertion of any claim against any of the Indemnified Persons in
connection with matters set forth in paragraph 6; and each party
agrees to notify the other party promptly of the assertion of any
claim against the other party. At the indemnifying party's
election, unless there is a conflict of interest, the defense of
the Indemnified Persons shall be conducted by the indemnifying
party's counsel who shall be satisfactory to the other party. In
any action or proceeding the defense of which the indemnifying
party assumes, an Indemnified Person will have the right to
participate in such litigation and to retain its own counsel at
such Indemnified Person's own expense. The indemnifying party
shall not settle or compromise any such action or proceeding
without the Indemnified Person's prior written consent, unless
the terms of such settlement or compromise include an
unconditional release of the Indemnified Person from all
liability or loss arising out of such action or proceeding.
8. The representations and warranties contained in paragraph 5
above and the indemnity agreement contained in paragraphs 6 and 7
above will survive the term of this agreement.
9. This letter agreement shall be construed and enforced in
accordance with the laws of the state of New York. Each party
agrees that any action, suit or proceeding arising out of or
based upon this letter agreement shall be brought in any court of
competent jurisdiction located in the County of New York, State
of New York, or, if any litigation involves issues reserved to
the federal courts, the United States District Court for the
Southern District of New York or, at the Indemnified Person's
option, wherever any claim which is subject to this Agreement is
asserted against the Indemnified Party, and the other party
hereby consents to the in personam jurisdiction and venue in any
such court and to service of process by certified mail, return
receipt requested.
10. This agreement shall be binding on the successors and assigns
of Xxxxxx and the Fund, and may not be modified except in writing
signed by the parties hereto.
11. If any provision of this Agreement shall be held illegal or
invalid by any court, this Agreement shall be construed and
enforced as if such provision had not been contained herein and
shall be deemed an agreement between the parties hereto to the
fullest extent permitted by law.
If the foregoing correctly sets forth our understanding, please indicate
your acceptance thereof by signing below, whereupon this letter shall constitute
a binding agreement between the Fund and Xxxxxx.
X.X. XXXXXX & ASSOCIATES,
INC.
By: _/s/ Xxxxx Schwicardi__
Xxxxx Xxxxxxxxxx
President
ACCEPTED AS OF THE DATE
FIRST ABOVE WRITTEN:
GLOBAL INCOME FUND, INC.
By: _/s/ Xxxxxx X. Winmill_____
Name
_____President_____________
Title
