EXHIBIT 6(b)
PRUDENTIAL SECURITIES INCORPORATED
Xxx Xxx Xxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
THE GLOBAL TOTAL RETURN FUND, INC.
Form of Selected Dealer Agreement
Date
(Name and Address of Outside Dealer)
As the distributor of the front end sales load shares (to be known as
Class A and hereinafter referred to as such) of THE GLOBAL TOTAL RETURN FUND,
INC. managed by Prudential Mutual Fund Management, Inc., we invite you to
participate as a selected dealer in the distribution of Class A shares of THE
GLOBAL TOTAL RETURN FUND, INC. upon the following terms and conditions:
1. You are to offer and sell such shares only at the public offering
prices which shall be currently in effect, in accordance with the terms of the
then current prospectus of the Fund. You shall not have authority to act as
agent for the Fund, for us, or for any other dealer in any respect. All orders
are subject to acceptance by us and become effective only upon confirmation by
us.
2. On each sale of shares by you, the total sales charges or
discounts, if any, to selected dealers shall be as stated in the attached
Schedule A, as may be amended from time to time.
Such sales charges or discounts to selected dealers are subject to
reductions under a variety of circumstances as described in the Fund's then
current prospectus. To obtain these reductions, we must be notified when the
sale takes place which would qualify for the reduced charge.
There is no sales charge or discount to selected dealers on the
reinvestment of dividends.
3. As a selected dealer, you are hereby authorized (i) to place
purchase orders on behalf of investors or for your own bona fide investment
directly with the Fund for its Class A shares
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subject to the applicable terms and conditions governing the placement of orders
by us set forth in the Distribution Agreement between the Fund and us and
subject to the applicable compensation provisions set forth in the Fund's then
current prospectus and (ii) to tender shares directly to the Fund or its agent
for redemption subject to the applicable terms and conditions set forth in the
Distribution Agreement.
4. Redemptions of shares will be made at the net asset value of such
shares in accordance with the then current prospectus of the Fund.
5. You represent that you are a member of the National Association of
Securities Dealers, Inc. and that you agree to abide by the Rules of Fair
Practice of such Association.
6. This Agreement is in all respects subject to Section 26 of the
Rules of Fair Practice of the National Association of Securities Dealers, Inc.
which shall control any provisions to the contrary in this Agreement.
7. You agree:
(a) To purchase shares only from us or only from your customers.
(b) To purchase shares from us only for the purpose of covering
purchase orders already received or for your own bona fide investment.
(c) That you will not purchase any shares from your customers at
prices lower than the redemption prices then quoted by the Fund. You shall,
however, be permitted to sell shares for the account of their record owners to
the Fund at the redemption prices currently established for such shares and may
charge the owner a fair commission for handling the transaction.
(d) That you will not delay placing customers' orders for shares.
(e) That if any shares confirmed to you hereunder are redeemed by the
Fund within seven days after such confirmation of your original order, you shall
forthwith refund to us the full sales charge or discount, if any, allowed to
you on such sales.
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We shall forthwith pay to the Fund our share of the sales charge, if
any, on the original sale, and shall also pay to the Fund the refund from you as
herein provided. Termination or cancellation of this Agreement shall not relieve
you or us from the requirements of this subparagraph.
(f) At your own expense to defend any suit, claim, action or other
proceeding brought by any party against the Fund, its transfer agent, or
PMFD and indemnify and hold harmless PMFD, the Fund and its transfer agent,
their officers, directors, employees, agents and assigns, from and against
any and all direct or indirect losses, claims, demands, damages (including
consequential damages), liabilities, attorneys' fees, interest and other
costs, all expenses of litigation or arbitration and any amounts agreed
upon in settlement, that may be assessed against, suffered or incurred by
any one or more of the above parties (whether pursuant to this Agreement or
otherwise) as a result of or arising out of, directly or indirectly, any
sale of the Fund, breach of representations or warranties herein; or as a
result of or arising out of, directly or indirectly, your failure to comply
with the terms of this Agreement; or as a result of or arising out of,
directly or indirectly, any error or omission in any event whether such
action, failure, error, omission, misconduct or breach is committed by you
or by your employees or agents, whether or not authorized or acting within
the scope of their employment, pursuant to this Agreement, including that
which may arise out of the malfunction of equipment, systems and programs;
or as a result, directly or indirectly, of not obtaining sufficient
authorization of all customers' communications and actions regarding such
customers' accounts, including all transfers; or as a result, directly or
indirectly, of any refusal by us to accept a purchase form a customer. Your
obligations under this sub-section (f) shall survive the termination of
this Agreement.
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8. We shall not accept from you any conditional orders for shares.
Delivery of certificates, if any, for shares purchased shall be made by the Fund
only against receipt of the purchase price, subject to deduction for the sales
charge or discount reallowed to you and our portion of the sales charge on such
sale, if any. If payment for the shares purchased is not received within the
time customary for such payments, the sale may be cancelled forthwith without
any responsibility or liability on our part or on the part of the Fund (in which
case you will be responsible for any loss, including loss of profit, suffered by
the Fund resulting from your failure to make payments as aforesaid), or, at our
option, we may sell on your behalf the shares ordered back to the Fund (in which
case we may hold you responsible for any loss, including loss of profit suffered
by us resulting from your failure to make payment as aforesaid).
9. You will not offer or sell any of the shares except under
circumstances that will result in compliance with the applicable Federal and
state securities laws and in connection with sales and offers to sell shares you
will furnish to each person to whom any such sale or offer is made a copy of the
applicable then current prospectus. We shall be under no liability to you
except for lack of good faith and for obligations expressly assumed by us
herein. Nothing herein contained, however, shall be deemed to be a condition,
stipulation or provision binding any persons acquiring any security to waive
compliance with any provision of the Securities Act of 1933, or of the Rules and
Regulations of the Securities and Exchange Commission or to relieve the parties
hereto from any liability arising under the Securities Act of 1933.
10. From time to time during the term of this Agreement we may (but
are not hereby obliged to) make payments to you pursuant to the distribution
plan adopted by the Fund pursuant to Rule 12b-1 under the Investment Company Act
of 1940 (the "Act"), in consideration of your furnishing distribution services
hereunder with respect to the Fund. Any such payments made pursuant to this
Section 10 shall be subject to the following terms and conditions:
(a) Any such payments shall be in such amounts as we may from time to
time advise you in writing but in any event not in excess of the amounts
permitted by the plan in effect with respect to the Fund. Any such payments
shall be in addition to the selling concession, if any, allowed to you pursuant
to this Agreement.
(b) The provisions of this Section 10 relate to the plan adopted by
the Fund pursuant to Rule 12b-1. In accordance with Rule 12b-1, any person
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authorized to direct the disposition of monies paid or payable by a Fund
pursuant to this Section 10 shall provide the Fund's Board of Directors or
Trustees, and the Directors or Trustees shall review, at least quarterly, a
written report of the amounts so expended and the purposes for which such
expenditures were made.
(c) The provisions of this Section 10 applicable to the Fund shall
remain in effect for not more than a year and thereafter for successive annual
periods only so long as such continuance is specifically approved at least
annually in conformity with Rule 12b-1 and the Act. The provisions of this
Section 10 shall automatically terminate with respect to a particular plan in
the event of the assignment (as defined by the Act) of this Agreement, in the
event such plan terminates or is not continued or in the event this Agreement
terminates or ceases to remain in effect. In addition, the provisions of this
Section 10 may be terminated at any time, without penalty, by either party with
respect to any particular plan on not more than 60 days' nor less than 30 days'
written notice delivered or mailed by registered mail, postage prepaid, to the
other party.
11. No person is authorized to make any representations concerning
shares of the Fund except those contained in the current prospectus and printed
information issued by the Fund or by us as information supplemental to each
prospectus. We shall supply prospectuses, reasonable quantities of supplemental
sales literature, sales bulletins, and additional information as issued. You
agree not to use other advertising or sales material relating to the Fund,
unless approved in writing by us in advance of such use. Any printed
information furnished by us other than the then current prospectus and statement
of additional information for the Fund, periodic reports and proxy solicitation
materials are our sole responsibility and not the responsibility of the Fund,
and you agree that the Fund shall have no liability or responsibility to you in
these respects unless expressly assumed in connection therewith.
12. Either party to this Agreement may cancel this Agreement by
giving written notice to the other. Such notice shall be deemed to have been
given on the date on which it was either delivered personally to the other party
or any officer or partner thereof, or was mailed postpaid or delivered to a
telegraph office for transmission to the other party at his or its address as
shown
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below. This Agreement may be amended by us at any time and your placing of an
order after the effective date of any such amendment shall constitute your
acceptance thereof.
13. This Agreement shall be construed in accordance with the laws of
the State of New York and shall be binding upon both parties hereto when signed
by us and accepted by you in the space provided below.
Very truly yours,
PRUDENTIAL SECURITIES INCORPORATED
By: _______________________ DATE: _____________________
Firm Name ___________________________
Address ___________________________
City ________ State ___________ Zip Code
ACCEPTED BY (signature) ________________________________________
Name (print) _______________________________________
Title ________________
Date __________________________ 199___ Phone # __________________
Please return two signed copies of this Agreement
(one of which will be signed above by us and
thereafter returned to you) in the accompanying
return envelope to:
Prudential Securities Incorporated
Xxx Xxx Xxxx Xxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: X.X. Xxxxxx
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THE GLOBAL TOTAL RETURN FUND, INC.
SCHEDULE A
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Amount of Sales Charge Sales Charge Dealer
Purchase as Percentage of as Percentage of Concession as
Offering Price Net Amount Percentage of
Invested Offering Price
-----------------------------------------------------------------------
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Less then 4.00% 4.17% 3.75%
$50,000
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$50,000 to 3.50% 3.63% 3.25%
$99,999
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$100,000 to 2.75% 2.83% 2.50%
$249,999
-----------------------------------------------------------------------
$250,000 to 2.00% 2.04% 1.90%
$499,999
-----------------------------------------------------------------------
$500,000 to 1.50% 1.52% 1.40%
$999,000
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$1,000,000 and None None None
above
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GL95
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