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EXHIBIT (k)(4)
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March 10, 1998
The ▇▇▇▇▇ Total Return Fund, Inc.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
LETTER OF AGREEMENT
This Letter of Agreement (the "Agreement") sets forth the terms and conditions
under which ▇▇▇▇▇▇▇▇▇ & Company Inc. ("▇▇▇▇▇▇▇▇▇") has been retained by The
▇▇▇▇▇ Total Return Fund, Inc. ("The ▇▇▇▇▇ Total Return Fund, Inc.") as
Information Agent for its Rights Offering. The term of the Agreement shall be
the term of the Offer.
1. During the term of the Agreement, ▇▇▇▇▇▇▇▇▇ will: provide advice and
consultation with respect to the planning and execution of the
Offer; assist in the preparation and placement of newspaper ads;
assist in the distribution of Offer documents to brokers, banks,
nominees, institutional investors, and other shareholders and
investment community accounts; answer collect telephone inquiries
from shareholders and their representatives; and, if requested, call
individuals who are registered holders.
2. The ▇▇▇▇▇ Total Return Fund, Inc. will pay ▇▇▇▇▇▇▇▇▇ a fee of
$12,500.00, of which half is payable in advance per the enclosed
invoice and the balance at the expiration of the Offer, plus an
additional fee to be mutually agreed upon if the Offer is extended
more than fifteen days beyond the initial expiration date. If
▇▇▇▇▇▇▇▇▇ is requested to call individuals who are registered
holders of Common Stock or non-objecting beneficial owners (NOBO's)
of The ▇▇▇▇▇ Total Return Fund, Inc., The ▇▇▇▇▇ Total Return Fund,
Inc. will pay ▇▇▇▇▇▇▇▇▇ an additional sum computed on the basis of
$4.50 per call. In addition, The ▇▇▇▇▇ Total Return Fund, Inc. will
reimburse ▇▇▇▇▇▇▇▇▇ for reasonable costs and expenses incurred by
▇▇▇▇▇▇▇▇▇ in fulfilling the Agreement, including but not limited to:
expenses incurred by ▇▇▇▇▇▇▇▇▇ in the preparation and placement of
newspaper ads, including typesetting and space charges; postage and
freight charges incurred by ▇▇▇▇▇▇▇▇▇ in the delivery of Offer
documents; printing costs; charges for the production of shareholder
lists (paper, computer cards, etc.), statistical analyses, mailing
labels, or other forms of information requested by The ▇▇▇▇▇ Total
Return Fund, Inc. or its agents and other expenses or disbursements
authorized by The ▇▇▇▇▇ Total Return Fund, Inc. or its agents.
3. If requested, we will check, itemize and pay, on your behalf, from
funds provided by you, the charges of brokers and banks, with the
exception of ADP Proxy Services which will ▇▇▇▇ you directly, for
forwarding Offer material to beneficial owners. To ensure that we
have sufficient funds in your account to pay these bills promptly,
you agree to provide us, at the time we complete the initial
delivery of this material, with a preliminary payment equal to 75%
of the anticipated broker and bank charges for distributing this
material. For this service, you will pay us five dollars and fifty
cents ($5.50) for each broker and bank invoice paid by us. If you
prefer to pay these bills directly, please strike out and initial
this clause before returning the Agreement to us.
4. ▇▇▇▇▇▇▇▇▇ hereby agrees not to make any representations not included
in the Offer documents.
5. The ▇▇▇▇▇ Total Return Fund, Inc. agrees to indemnify and hold
▇▇▇▇▇▇▇▇▇ harmless against any loss, damage, expense (including,
without limitation, legal and other related fees and expenses),
liability or claim arising out of ▇▇▇▇▇▇▇▇▇'▇ fulfillment of the
Agreement (except for any loss, damage, expense, liability or claim
arising out of ▇▇▇▇▇▇▇▇▇'▇ own negligence or misconduct). At its
election, The ▇▇▇▇▇ Total Return Fund, Inc. may assume the defense
of any such action. ▇▇▇▇▇▇▇▇▇ hereby agrees to advise The ▇▇▇▇▇
Total Return Fund, Inc. of any such liability or claim promptly
after receipt of any notice thereof. The indemnification contained
in this paragraph will survive the term of the Agreement.
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6. ▇▇▇▇▇▇▇▇▇ agrees to preserve the confidentiality of all non-public
information provided by The ▇▇▇▇▇ Total Return Fund, Inc. or its
agents for our use in providing services under this Agreement, or
information developed by ▇▇▇▇▇▇▇▇▇ based upon such non-public
information.
IF THE ABOVE IS AGREED TO BY YOU, PLEASE SIGN AND RETURN THE ENCLOSED DUPLICATE
OF THIS AGREEMENT TO ▇▇▇▇▇▇▇▇▇ & COMPANY INC., ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇
▇▇▇▇ ▇▇▇▇▇, ATTENTION: ▇▇▇▇▇ ▇▇▇▇, CONTRACT ADMINISTRATOR.
ACCEPTED: Sincerely,
THE ▇▇▇▇▇ TOTAL RETURN FUND, INC. ▇▇▇▇▇▇▇▇▇ & COMPANY INC.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ By: /s/ ▇▇▇ ▇▇ ▇▇▇▇▇▇▇
Title: Vice President Title: Senior Managing Director
Date: 3/23/98
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