EX-99.B(6)(b)
FORM OF PARTICIPATING DEALER AGREEMENT
_________________________, 198__
Gentlemen:
Alex. Xxxxx & Sons Incorporated ("Alex. Xxxxx"), a Maryland
corporation, serves as Distributor (the "Distributor") of the Total Return U.S.
Treasury Fund, Inc., a Maryland corporation (the "Fund") for its Flag Investors
Class of Shares (the "Flag Investors Shares"). The Fund is an open-end
investment company registered under the Investment Company Act of 1940, as
amended (the "Investment Company Act"). The Fund is offering the Flag Investors
Shares to the public in accordance with the terms and conditions contained in
the Prospectus of the Fund. (The term "Prospectus" as used herein refers to the
prospectus on file with the Securities and Exchange Commission which is part of
the registration statement under the Securities Act of 1933 (the "Securities
Act")). In connection with the foregoing you may serve as a participating dealer
(and, therefore, accept orders for the purchase or redemption of Flag Investors
Shares, respond to shareholder inquiries and perform other related functions) on
the following terms and conditions:
1. Participating Dealer. You are hereby designated a
Participating Dealer and are authorized to (i) accept orders for the purchase of
Flag Investors Shares, and transmit to the Fund such orders and the payment made
therefore, (ii) accept orders for the redemption of Flag Investors Shares, and
transmit to the Fund such orders and all additional material, including any Flag
Investors Share certificates, as may be required to complete the redemption, and
(iii) assist shareholders with the foregoing and other matters relating to their
investments in the Fund, in each case subject to the terms and conditions set
forth in the Prospectus. You are to review each Flag Investors Share purchase or
redemption order submitted through you or with your assistance for completeness
and accuracy. You further agree to undertake from time to time certain
shareholder servicing activities for customers of yours who have purchased
shares and who use your facilities to communicate with the fund or to effect
redemptions or additional purchases of the Flag Investors Shares.
2. Limitation of Authority. No person is authorized to make
any representations concerning the Fund or the Flag Investors Shares except
those contained in the Prospectus and in such printed information as the
Distributor may subsequently prepare. No person is authorized to distribute any
sales material relating to the Fund without the prior written approval of the
Distributor.
3. Compensation. As compensation for your services hereunder,
the Distributor will pay you (i) applicable sales commissions as set forth in
the Prospectus of the Fund and (ii) a shareholder processing and servicing fee
computed at an annual rate of .25% of average daily net assets maintained by
your customers in Shareholder accounts in the Fund, provided that said assets
are at least $250,000. Shareholders must be listed as your customers in the
records of the Fund for you to receive compensation for amounts held in the
accounts of such Shareholders. You will look solely to the Distributor for
payment hereunder and the Fund shall have no direct responsibility for any
compensation. Payments due hereunder shall be made no less frequently than
annually. Sales commissions are subject to change without notice by us and will
comply with any changes in regulatory requirements. You agree that you will not
combine customer orders to reach breakpoints in sales commissions for any
purposes whatsoever unless authorized by the then current Prospectus or by us in
writing. In determining the amounts payable to you hereunder, we reserve the
right to exclude any sales which we reasonably determine are not made in
accordance with the terms of the Prospectus and the provisions of this
Agreement.
4. Prospectus and Reports. You agree to comply with the
provisions contained in the Securities Act governing the distribution of
prospectuses to persons to whom you offer Flag Investors Shares. You further
agree to deliver, upon our request, copies of any amended Prospectus to
purchasers whose Flag Investors Shares you are holding as record owner and to
deliver to such persons copies of the annual and interim reports and proxy
solicitation materials of the Fund. We agree to furnish to you as many copies of
the Prospectus, annual and interim reports and proxy solicitation materials as
you may reasonably request.
5. Qualification to Act. You represent that you are a member
in good standing of the National Association of Securities Dealers, Inc. You
agree that you will not offer Flag Investors Shares to persons in any
jurisdiction in which you may not lawfully ask such offer due to the fact that
you have not registered under, or are not exempt from, the applicable
registration or licensing requirements of such jurisdiction.
6. Customer Fees. You represent, (a) that you will provide a
schedule of fees charged by you to persons who purchase Flag Investors Shares
from you to all such persons, and (b) that the compensation paid to you under
Section 5 of this Agreement, together with any other compensation paid to you by
persons who purchase Flag Investors Shares from you will not be excessive or
unreasonable under the laws and instruments governing your relationship with
such persons.
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7. Blue Sky. The Fund has registered an indefinite number of
Flag Investors Shares under the Securities Act. The Fund intends to register or
qualify in all states where registration or qualification is required, with the
exception of _______________. Upon application to us, we will inform you as to
the states or other jurisdictions in which we believe the Flag Investors Shares
have been qualified for sale under, or are exempt from the requirements of the
respective securities laws of such states, but we assume no responsibility or
obligation as to your right to sell Flag Investors Shares in any jurisdiction.
We will file with the Department of State in New York a Further State Notice
with respect to the Flag Investors Shares, if necessary.
8. Authority of Fund. The Fund shall have full authority to
take such action as it deems advisable in respect of all matters pertaining to
the offering of the Flag Investors Shares, including the right not to accept any
order for the purchase of Flag Investors Shares.
9. Record Keeping. You will (i) maintain all records required
by law to be kept by you relating to transactions in Flag Investors Shares and
upon request by the Fund, promptly make such of these records available to the
Fund as the Fund may reasonably request in connection with its operations, and
(ii) promptly notify the Fund if you experience any difficulty in maintaining
the records described in the foregoing clauses in an accurate and complete
manner.
10. Liability. The Distributor shall be under no liability to
you except for lack of good faith and for obligations expressly assumed by it
hereunder. In carrying out your obligations, you agree to act in good faith and
without negligence. Nothing contained in this agreement is intended to operate
as a waiver by the Distributor or you of compliance with any provision of the
Investment Company Act, the Securities Act, the Securities Exchange Act of 1934,
as amended, or the rules and regulations promulgated by the Securities and
Exchange Commission thereunder.
11. Termination. This agreement may be terminated by either
party, without penalty, upon ten days' notice to the other party and shall
automatically terminate in the event of its assignment, as defined in the
Investment Company Act. This agreement may also be terminated at any time
without penalty by the vote of a majority of the members of the Board of
Directors of the Fund who are not "interested persons" (as such phrase is
defined in the Investment Company Act), and have no direct or indirect financial
interest in the operation of the Participating Dealer Agreement between the Fund
and the Distributor or by the vote of a majority of the outstanding voting
securities of the Fund.
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12. Communications. All communications to us should be sent to
the above address. Any notice to you shall be duly given if mailed or
telegraphed to you at the address specified by you below.
If the foregoing is in accordance with your understanding of
our agreement, please sign and return to us one copy of this agreement.
ALEX. XXXXX & SONS
INCORPORATED
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(Authorized Signature)
Confirmed and accepted:
Firm Name: _______________________
By: ______________________________
Address: _________________________
Date: ___________________________
