EX-99.(K)(3) 5 file5.htm INFORMATION AGENT AGREEMENT








                                     [GEORGESON SHAREHOLDER LOGO OMITTED]




                                               April 19, 2006


                  The Turkish Investment Fund, Inc.
                  1221 Avenue of the Americas
                  New York, NY 10020



                           Re:   Letter of Agreement
                                -------------------

                  Gentlemen:

                  This Letter of Agreement, including the Appendix attached
New York          hereto (collectively, this "Agreement"), sets forth the terms
                  and conditions of the engagement of Georgeson Shareholder
London            Communications Inc. ("GSC") by The Turkish Investment Fund,
                  Inc. (the "Fund") to act as Information Agent in connection
Toronto           with its upcoming Rights Offer (the "Offer"). The term of the
                  Agreement shall be the term of the Offer, including any
Rome              extensions thereof.

Sydney                    (a)   Services. GSC shall perform the services
                                described in the Fees & Servces Schedule
Johannesburg                    attached hereto as Appendix I (collectively, the
                                "Services").

                          (b)   Fees. In consideration of GSC's performance of
                                the Services, the Fund shall pay GSC the
                                amounts, and pursuant to the terms, set forth on
                                the Fees & Services Schedule attached hereto as
                                Appendix I.

                          (c)   Expenses. In connection with GSC's performance
                                of the Services, and in addition to the fees and
                                charges discussed in paragraphs (b) and (d)
                                hereof, the Fund agrees that it shall be solely
                                responsible for the following costs and
                                expenses, and that the Fund shall, at GSC's sole
                                discretion, (i) reimburse GSC for such costs and
                                expenses actually incurred by GSC, (ii) pay such
                                costs and expenses directly and/or (iii) advance
                                sufficient funds to GSC for payment of such
                                costs and expenses:

                                      o     expenses incidental to the Offer,
                                            including postage and freight
                                            charges incurred in delivering Offer
                                            materials;

                                      o     expenses incurred by GSC in working
                                            with its agents or other parties
                                            involved in the Offer, including
                                            charges for bank threshold lists,
                                            data processing, telephone directory
                                            assistance, facsimile transmissions
                                            or other forms of electronic
                                            communication;


     17 State Street, New York, NY 10004 Tel 212.440.9800 Fax 212.440.9009






                      [GEORGESON SHAREHOLDER LOGO OMITTED]


Turkish Investment Fund, Inc.
April 19, 2006
Page 2


                  o    expenses incurred by GSC at the Fund's request or for the
                       Fund's convenience, including copying expenses, and
                       expenses relating to the printing of additional and/or
                       supplemental material;

                  o    any other fees and expenses authorized by the Fund and
                       resulting from extraordinary contingencies which arise
                       during the course of the Offer, including fees and
                       expenses for advertising (including production and
                       posting), media relations, stock watch and analytical
                       services.

     (d)  Custodial Charges. GSC agrees to check, itemize and pay on the Fund's
          behalf the charges of brokers and banks, with the exception of ADP
          Proxy Services which will bill the Fund directly, for forwarding the
          Fund's offering material to beneficial owners.

     (e)  Compliance with Applicable Laws. The Fund and GSC hereby represent to
          one another that each shall use its best efforts to comply with all
          applicable laws relating to the Offer, including, without limitation,
          the Securities Exchange Act of 1934, as amended, and the rules and
          regulations promulgated thereunder.


     (f)  Indemnification. 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 reasonable fees, costs and
          expenses of counsel retained by GSC, 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 misconduct). GSC 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. At its election, the Fund may assume the
          defense of any such action. GSC agrees to indemnify, hold harmless,
          reimburse and defend the Fund and its officers, agents and employees,
          against all claims or threatened claims, costs, liabilities,
          obligations, losses, or damages (including reasonable legal fees and
          expenses) of any nature, incurred by or imposed upon the Fund or any
          of its officers, agents or employees which results, arises out of or
          is based upon services rendered to the Fund with negligence,
          misconduct, bad faith or reckless disregard on the part of GSC or its
          officers, agents or employees. 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 paragraph shall
          survive the termination of this Agreement.




                      [GEORGESON SHAREHOLDER LOGO OMITTED]


Turkish Investment Fund, Inc.
April 19, 2006
Page 3


     (g)  Governing Law. This Agreement shall be governed by the substantive
          laws of the State of New York without regard to its principles of
          conflicts of laws, and shall not be modified in any way, unless
          pursuant to a written agreement which has been executed by each of the
          parties hereto. The parties agree that any and all disputes,
          controversies or claims arising out of or relating to this Agreement
          (including any breach hereof) shall be subject to the jurisdiction of
          the federal and state courts in New York County, New York and the
          parties hereby waive any defenses on the grounds of lack of personal
          jurisdiction of such courts, improper venue or forum non conveniens.


     (h)  Exclusivity. The Fund agrees and acknowledges that GSC shall be the
          sole Information Agent retained by the Fund in connection with the
          Offer, and that the Fund shall refrain from engaging any other
          Information Agent to render any Services, in a consultative capacity
          or otherwise, in relation to the Offer.


     (i)  Additional Services. In addition to the Services, the Fund may from
          time to time request that GSC provide it with certain additional
          consulting or other services. The Fund agrees that GSC's provision of
          such additional services shall be governed by the terms of a separate
          agreement to be entered into by the parties at such time or times, and
          that the fees charged in connection therewith shall be at GSC's
          then-current rates.

     (j)  Confidentiality. GSC agrees to preserve the confidentiality of (i) all
          material non-public information provided by the Fund or its agents for
          GSC's use in fulfilling its obligations hereunder and (ii) any
          information developed by GSC based upon such material non-public
          information (collectively, "Confidential Information"). For purposes
          of this Agreement, Confidential Information shall not be deemed to
          include any information which (a) is or becomes generally available to
          the public in accordance with law other than as a result of a
          disclosure by GSC or any of its officers, directors, employees, agents
          or affiliates; (b) was available to GSC on a non-confidential basis
          and in accordance with law prior to its disclosure to GSC by the Fund;
          (c) becomes available to GSC on a non-confidential basis and in
          accordance with law from a person other than the Fund or any of its
          officers, directors, employees, agents or affiliates who is not
          otherwise bound by a confidentiality agreement with the Fund or is not
          otherwise prohibited from transmitting such information to a third
          party; or (d) was independently and lawfully developed by GSC based on
          information described in clauses (a), (b) or (c) of this paragraph.
          The Fund agrees that all reports, documents and other work product
          provided to the Fund by GSC pursuant to the terms of this Agreement
          are for the exclusive use of the Fund and may not be disclosed to any
          other person or entity without the prior written consent of GSC. The
          confidentiality obligations set forth in this paragraph shall survive
          the termination of this Agreement.




                      [GEORGESON SHAREHOLDER LOGO OMITTED]


Turkish Investment Fund, Inc.
April 19, 2006
Page 4



     (k)  Entire Agreement; Appendix. This Agreement constitutes the entire
          agreement and supersedes all prior agreements and understandings, both
          written and oral, among the parties hereto with respect to the subject
          matter hereof. The Appendix to this Agreement shall be deemed to be
          incorporated herein by reference as if fully set forth herein. This
          Agreement shall be binding upon all successors to the Fund (by
          operation of law or otherwise).


     IF THE ABOVE IS AGREED TO BY YOU, PLEASE EXECUTE AND RETURN THE ENCLOSED
     DUPLICATE OF THIS AGREEMENT TO GEORGESON SHAREHOLDER COMMUNICATIONS INC.,
     17 STATE STREET - 10TH FLOOR, NEW YORK, NEW YORK 10004, ATTENTION: MARCY
     ROTH, CONTRACT ADMINISTRATOR.


                                  Sincerely,

                                  GEORGESON SHAREHOLDER COMMUNICATIONS INC.

                                  By:  /s/ Christopher M. Hayden
                                           Christopher M. Hayden

                                  Title:       Managing Director


Agreed to and accepted as of
the date first set forth above:


THE TURKISH INVESTMENT FUND, INC.

By:   /s/ James W. Garrett
          James W. Garrett

Title: Treasurer and Chief Financial Officer









                      [GEORGESON SHAREHOLDER LOGO OMITTED]



                                                                      APPENDIX I
                                                                      ----------


                            FEES & SERVICES SCHEDULE
                            ------------------------



BASE SERVICES                                                                                  $10,000
-------------                                                                                  -------------
o    Advance review of Offer documents
o    Advice and consultation with respect to set-up and progress of Offer
o    Strategic advice relating to the Offer
o    Assistance in preparation of advertisements and news releases
o    Dissemination of Offer documents to bank and broker community
o    Communication with bank and broker community during Offer period

ADDITIONAL SERVICES
-------------------
o    Direct  telephone communication with retail (i.e., registered and NOBO
     shareholders)                                                                                 TBD
                                                                                               -------------
          o   $5.00  per completed call (incoming and outgoing)

NOTE: The foregoing fees are exclusive of reasonable reimbursable expenses and
custodial charges as described in paragraphs (c) and (d) of this Agreement. In
addition, the Fund will be charged a fee of $1,000 if the Offer is extended for
any reason.












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                            FEE PAYMENT INSTRUCTIONS
                            ------------------------

The Company shall pay GSC as follows:

o    Upon execution of this Agreement, the Fund shall pay GSC $10,000, which
     amount is in consideration of GSC's commitment to represent the Fund and is
     non-refundable;

o    If applicable, immediately prior to the commencement of the mailing, the
     Fund shall advance to GSC a portion of anticipated custodial charges; and

o    Upon completion of the Offer, the Fund shall pay GSC the sum of (i) any
     variable fees for Additional Services (e.g., telephone calls) which shall
     have accrued over the course of the Offer, and (ii) all reimbursable
     expenses.

GSC will send the Fund an invoice for each of the foregoing payments.


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