TRANSFER AGENCY CONTRACT BETWEEN
GT GLOBAL SELECT FLOATING RATE FUND, INC.
AND
GT GLOBAL INVESTOR SERVICES, INC.
This Transfer Agency Contract ("Contract") is made as of _______________,
1997 between GT Global Select Floating Rate Fund, Inc. (the "Fund"), a Maryland
Corporation, and GT Global Investor Services, Inc. (''GT"), a California
corporation.
WHEREAS, the Fund is registered under the Investment Company Act of 1940,
as amended ("1940 Act"), as a closed-end management investment company; and
WHEREAS, the Fund may from time-to-time in the future establish one or more
additional separate and distinct series of common stock of the Fund; and
WHEREAS, the Fund desires to retain GT to act as transfer agent and
dividend disbursing agent to the Fund, and GT is willing to act in such
capacities;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:
I. APPOINTMENT
The Fund hereby appoints GT to act as transfer agent and dividend
disbursing agent of the Fund for the period and on the terms set forth in this
Contract. GT accepts such appointment and agrees to render the services herein
set forth for the compensation herein provided.
II. DEFINITIONS
As used in this Contract, the following terms shall have the definition
ascribed to them in this Paragraph.
(A) "Agent" means a broker, dealer or other agent authorized to act on
behalf of a Shareholder in transactions involving Shares.
(B) "Agent Firm" means an investment, stock brokerage or other business
firm employing an Agent.
(C) "Authorized Person" means any officer of the Fund and any other
person, whether or not any such person is an officer or employee of the Fund,
duly authorized by the Board of Directors, the President or any Vice President
of the Fund to give Oral and Written Instructions
on behalf of the Fund. The Fund will provide to GT and keep current a written
list of all Authorized Persons.
(D) "Custodian'' means the custodian or custodians employed by the Fund to
maintain custody of the Fund's assets.
(E) "Distributor" means the principal underwriter of the Shares of the
Fund.
(F) "Governing Corporate Documents" means the Articles of Incorporation,
By-Laws and other applicable governing corporate documents of the Fund all as
may be amended from time to-time.
(G) "Oral Instructions" means oral instructions actually received by GT
from an Authorized Person or from a person reasonably believed by GT to be an
Authorized Person.
(H) "Prospectus" means the prospectus included in the current N-2 of the
Fund.
(I) "Shares" means shares of common stock of the Fund.
(J) "Shareholder'' means the owner of Shares.
(K) "Written Instructions" means written instructions delivered by hand,
mail, tested telegram or telex, cable, or facsimile sending device, received by
GT and signed by an Authorized Person.
III. AUTHORIZED AND REGISTERED SHARES
(A) As of the date if this Contract, the Fund represents that one billion
Shares are authorized for issuance under the Fund's Articles of Incorporation.
The Fund agrees to keep GT apprised, to the extent necessary for GT to
adequately perform its duties hereunder, of the number of shares of the Fund
authorized for issuance.
IV. COMPLIANCE BY GT WITH GOVERNING CORPORATE DOCUMENTS, PROSPECTUS AND
APPLICABLE LAW AND REGULATION
All of GT's actions in fulfilling its responsibilities under this Contract
shall be made in accordance with the Prospectus, the Governing Corporate
Documents, the rules and regulations of the Securities and Exchange Commission
and the laws and regulations of the State of Maryland relating to the issuance
and transfer of securities such as the Shares.
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V. RECORDS
(A) GT shall maintain records of the accounts for each Shareholder which
include the following information with respect to the Fund:
(1) name, address and United States Taxpayer Identification Number;
(2) number of Shares held and number of Shares for which
certificates, if any, have been issued, including certificate numbers and
denominations;
(3) historical information regarding the account of each Shareholder,
including dividends and distributions paid and the date and price of all
transactions in a Shareholder's account;
(4) any stop or restraining order placed against a Shareholder's
account;
(5) any correspondence relating to the current maintenance of
shareholder's account;
(6) information with respect to all tax withholdings;
(7) any information required to enable GT to perform any calculations
contemplated or required by this Agreement or that may reasonably be requested
by the Fund.
(B) The books and records pertaining to the Fund which are in the
possession of GT shall be the property of the Fund. Such books and records shall
be prepared and maintained as required by the 1940 Act and other applicable
laws, rules and regulations. The Fund or its authorized representatives shall
have access to such books and records at all times during GT's normal business
hours. Upon the reasonable request of the Fund, copies of any such books and
records shall be provided by GT to the Fund or its authorized representatives,
at the Fund's expense.
VI. TRANSACTIONS NOT REQUIRING INSTRUCTIONS
In the absence of contrary Written Instructions, GT is authorized to take
the following actions in providing services under this Contract, all in
accordance with the provisions of the Prospectus:
(A) SHARE TRANSACTIONS -- UNCERTIFICATED SHARES
(1) ISSUANCE OF SHARES. Upon receipt by GT of a purchase order for
Shares from the Distributor or directly from an investor or an investor's Agent,
upon the further receipt by GT of sufficient information necessary to enable GT
to establish an account, and after
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confirmation of receipt of payment for such Shares, GT shall create an account
and issue and credit Shares to such account.
(2) TRANSFERS OF SHARES. When the Distributor, a Shareholder or a
Shareholder's Agent provides GT with instructions to transfer Shares on the
books of the Fund, and GT further receives such documentation as is necessary to
process the transfer, GT shall transfer the registration of such Shares and if
necessary deliver them pursuant to such instructions.
(3) TENDER OFFERS. Upon receipt of acceptance of a tender offer from
the Distributor, a Shareholder or a Shareholder's Agent, GT shall repurchase the
number of Shares indicated thereon from the tendering Shareholder's account and
disburse to the tendering Shareholder or the Shareholder's Agent, if so
instructed, the proceeds of the repurchase.
(B) SHARE TRANSACTIONS - CERTIFICATED SHARES
(1) The Fund shall supply GT with a sufficient supply of certificates
representing Shares, in the form approved from time to time by the Board of
Directors or officers of the Fund, and, from time-to-time, shall replenish such
supply upon the request of GT Certificates shall be property executed, manually
or by facsimile signature, by the duly authorized officers of the Fund.
Notwithstanding the death, resignation or removal of any officer of the Fund,
such executed certificates bearing the manual or facsimile signature of such
officer shall remain valid and may be issued to Shareholders until GT is
otherwise directed.
(2) In the case of the loss or destruction of any certificate
representing Shares, no new certificate shall be issued in lieu thereof, unless
there shall first have been furnished an appropriate bond of indemnity issued by
a surety company approved by GT.
(3) Upon receipt of written instructions from a Shareholder or a
Shareholder's Agent of uncertificated Shares for a certificate in the number of
shares in the Shareholder's account, GT shall issue the requested certificate
and deliver it to the Shareholder in accordance with the Shareholder's
instructions.
(4) GT shall process all orders for the purchase, transfer,
redemption and exchange of certificated Shares in the same fashion as it
processes such orders for uncertificated Shares, as specified in subparagraph
VI(A) of this Contract, provided that, as specified in the Prospectus, GT
receives properly executed and completed certificates and stock power transfers
or similar documents necessary to effectuate the contemplated transaction.
(5) Upon receipt of certificates, which shall be in proper form for
transfer, together with Shareholder's instructions to hold such certificates for
safekeeping, GT shall reduce such Shares to uncertificated status, while
retaining the appropriate registration in the name of the Shareholder upon the
transfer books.
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(C) SPECIAL INVESTMENT AND WITHDRAWAL PLANS. GT shall process transactions
of Shareholders participating in any special investment and/or withdrawal plans
or programs established by the Fund or the Distributor with respect to Shares,
such as automatic investment plans, systematic withdrawal plans and dollar cost
averaging investing programs, in accordance with the terms of such plans or
programs as provided to GT the Fund or the Distributor.
VII. RELIANCE BY GT ON INSTRUCTIONS
Unless otherwise provided in this Contract, GT shall act only upon Oral or
Written Instructions (collectively, "Instructions"). GT shall be entitled to
rely upon any Instructions actually received by it under this Contract. The
Fund agrees that GT shall incur no liability to the Fund in acting upon
Instructions given to GT hereunder, provided that such Instructions reasonably
appear to have been received from an Authorized Person.
VIII. DIVIDENDS AND DISTRIBUTION
(A) The Fund shall furnish GT with appropriate evidence of action by the
Fund's board of directors declaring dividends and distributions and authorizing
their payment as described in the Prospectus. After deducting any amount
required to be withheld by any applicable tax laws, rules and regulations or
other applicable laws, rules and regulations, in accordance with the
instructions in proper form from a Shareholder and the provisions of the
Governing Corporate Documents and Prospectus, GT shall issue and credit the
account of the Shareholder with Shares or pay such dividends for distributions
to the Shareholder in cash, upon the election of the Shareholder as provided for
in the Prospectus. In lieu of receiving from the Custodian and paying to
Shareholders cash dividends or distributions, GT may arrange for the direct
payment of cash dividends and distributions to Shareholders by the Custodian, in
accordance with such procedures and controls as are mutually agreed upon from
time to time by and among the Fund, GT and the Custodian.
(B) GT shall prepare and file with the Internal Revenue Service and other
appropriate taxing authorities, and address and mail to Shareholders, such
returns and information relating to dividends and distributions paid by the Fund
as are required to be so prepared, filed and mailed by applicable laws, rules
and regulations, or such substitute form of notice as may from time to time be
permitted or required by the Internal Revenue Service. On behalf of the Fund, GT
shall mail certain requests for Shareholders' certifications under penalties of
perjury of taxpayer identification numbers and/or other information and pay on a
timely basis to the appropriate Federal authorities any taxes withheld on
dividends and distributions paid by the Fund, all as required by applicable
Federal tax laws and regulations.
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IX. COMMUNICATIONS WITH SHAREHOLDERS
(A) COMMUNICATIONS TO SHAREHOLDERS. GT will address and mail all
communications by the Fund to the shareholders of the Fund, including reports to
Shareholders, confirmations of purchases and sales of Shares, periodic account
statements, dividend and distribution notices and proxy materials for meetings
of shareholders. GT will receive and tabulate the proxy cards for meetings of
Shareholders, and if requested by the Fund, attend meetings of Shareholders for
purposes of reporting on and certifying such tabulations.
(B) CORRESPONDENCE. GT will answer such correspondence from Shareholders,
Agents and others relating to its duties hereunder and such other correspondence
as may from time to time be mutually agreed upon by GT and the Fund.
X. OTHER ONGOING SERVICES
As requested by the Fund, GT shall also provide the following services on
an ongoing basis:
(A) Furnish to the Fund or its designated agent such state-by-state
registration reports reasonably necessary to enable the Fund to keep current the
registration of its shares with state securities authorities.
(B) Provide toll free phone lines for direct Shareholder use, plus
customer liaison staff with on-line inquiry capacity.
(C) File with the Internal Revenue Service such information on behalf of
each Shareholder as is required by law.
(D) Provide the Fund with Shareholder lists and such statistical
information as the Fund reasonably may request.
(E) Provide the Custodian with such information as the Fund or the
Custodian reasonably may request.
(F) Mail duplicate confirmations and/or statements to Agents with respect
to their clients' accounts and transactions in Shares, whether such transactions
were executed through such Agents or directly through GT.
(G) Provide detail for confirmations and/or statements to be provided to
Shareholders by Agent Firms, and provide such other Shareholder accounting
information to Agent Firms as may be agreed upon between the Fund and GT.
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(H) Provide to the custodian timely notification of Share transactions and
such other information as may be agreed upon from time to time by the Fund, GT
and the Custodian.
XI. COOPERATION WITH ACCOUNTANTS
GT shall cooperate with the Fund's independent public accountants and shall
take all reasonable action in the performance of its obligations under this
Contract to assure that all necessary information is made available to such
accountants for the timely expression of their opinion with respect to the
financial statements of the Fund.
XII. CONFIDENTIALITY
GT agrees on behalf of itself and its employees to treat confidentially all
records and other information relative to the Fund and their prior, present or
potential Shareholders, except, after prior notification to and approval in
writing by the Fund, which approval shall not be unreasonably withheld and may
not be withheld when GT may be exposed to civil or criminal contempt proceedings
for failure to comply, when requested do divulge such information by duly
constituted authorities, or when so requested by the Fund.
XIII. COMPENSATION
As compensation for the services rendered by GT during the term of this
Contract, the Fund will pay to GT monthly fees that shall be agreed to from time
to time by the Fund and GT. In addition, as may be agreed to from time to time
by the Fund and GT, the Fund shall reimburse GT for certain expenses incurred by
GT in rendering services with respect to that Fund under this Contract.
XIV. STANDARD OF CARE
(A) In the performance of its duties hereunder, GT shall be obligated to
exercise care and diligence and to act in good faith and to use its best efforts
within reasonable limits to ensure the accuracy and completeness of all services
provided under this Contract.
(B) GT shall be under no duty to take any action on behalf of the Fund
except as specifically set forth herein or as may be specifically agreed to by
GT in writing.
(C) GT shall be responsible and liable for all losses, damages and costs
(including reasonable attorneys fees) incurred by the Fund which is due to or
caused by GT's negligence in the performance of its duties under this contract
or for GT's negligent failure to perform such duties as are specifically
ascribed to GT in this Contract; provided that, to the extent that duties,
obligations and responsibilities are not expressly set forth in this Contract,
GT shall not be liable for any act or omission which does not constitute willful
misfeasance, bad faith or gross
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negligence on the part of GT, or reckless disregard by GT of such duties,
obligations and responsibilities.
(D) Without limiting the generality of the foregoing subparagraphs of this
Paragraph XIV or of any other provision of this Contract, in connection with
GT's duties under this Contract, GT shall not be under any duty or obligation to
inquire into and shall not be liable for or in respect of:
(1) the validity or invalidity or authority or lack thereof of any
Oral or Written Instruction, notice or other instrument which conforms to the
applicable requirements of this Contract, if any, and which GT reasonably
believes to be genuine; or
(2) delays or errors or loss of data occurring by reason of
circumstances beyond GT's control, including acts of civil or military
authority, national emergencies, labor difficulties, fire, mechanical breakdown,
earthquake, flood or catastrophe, acts of God, insurrection, war, riots or
failure of the mails, transportation, communication or power supply.
XV. RECEIPT OF ADVICE
(A) ADVICE OF INVESTMENT FUNDS. If GT is in doubt as to any action to be
taken or omitted by it, GT may request and shall receive from the Fund
directions or advice including Oral or Written Instructions where appropriate.
(B) ADVICE OF COUNSEL. If GT is in doubt as to any question of law
involved in any action to be taken or omitted by it, GT may request advice from
counsel of its own choosing (who may also be counsel for the Fund, the
Distributor and/or the investment adviser of the Fund).
(C) CONFLICTING ADVICE. In case of conflict between directions, advice or
Oral or Written Instructions received by GT pursuant to subparagraph (A) of this
Paragraph and advice received by GT pursuant to subparagraph (b) of this
Paragraph, GT shall be entitled to rely on and follow the advice received
Pursuant to subparagraph (8) alone.
(D) PROTECTION OF GT
(1) GT shall be protected in any action or inaction which it takes in
reliance on any directions, advice or Oral or Written Instructions received
pursuant to subparagraphs (A) or (B) of this Paragraph which GT, after receipt
of any such directions, advice or Oral or Written Instructions, in good faith
believes to be consistent with such directions, advice or Oral or Written
Instructions, as the case may be.
(2) Notwithstanding the foregoing, nothing in this Paragraph shall be
construed as imposing upon GT any obligation (a) to seek such directions, advice
or Oral or
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Written Instructions, or (b) to act in accordance with such directions advice or
Oral or Written Instructions when received, unless, under the terms of another
provision of this Contract, the same is a condition to GT's properly taking or
omitting to take such actions.
XVI. INDEMNIFICATION OF GT
The Fund agrees to indemnify and hold harmless GT and its nominees and sub
contractors, if any, from all taxes, charges, expenses, assessments, claims and
liabilities (including, without limitation, liabilities arising under the 1933
Act, the 1940 Act, the Securities Exchange Act of 1934, the Commodities Exchange
Act, and any state and foreign securities and blue sky laws, all as or to be
amended from time to time) and expenses, including (without limitation)
reasonable attorneys' fees and disbursements, arising directly or indirectly
from any action or thing which GT takes or does or omits to take or do:
(A) at the request or on the direction of or in reliance upon the advice
of the Fund;
(B) upon Oral or Written Instructions; or
(C) in the performance by GT of its responsibilities under this Contract;
PROVIDED that GT shall not be indemnified against any liability to the Fund or
the Shareholders (or any expenses incident to such liability) arising out of
GT's own willful misfeasance, bad faith or negligence or reckless disregard of
its duties in connection with the performance of its duties and obligations
specifically described in this Contract.
XVII. INDEMNIFICATION OF THE FUND
GT agrees to indemnify and hold harmless the Fund from all taxes, charges,
expenses, assessments, claims and liabilities (including, without limitation,
liabilities arising under the 1933 Act, the 1940 Act, the Securities Exchange
Act of 1934, the Commodities Exchange Act, and any state and foreign securities
and blue sky laws, all as or to be amended from time to time) and expenses,
including (without limitation) reasonable attorneys' fees and disbursements,
arising directly or indirectly from any action or omission of GT that does not
meet the standard of care to which GT is subject under Paragraph XIV of this
Contract.
XVIII. DURATION AND TERMINATION
This Contract shall continue with respect to the Fund until termination
with respect to that Fund by the Fund or GT on sixty (60) days' prior written
notice.
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XIX. REGISTRATION AS A TRANSFER AGENT
GT represents that it is currently registered as a transfer agent with the
Securities and Exchange Commission, and that it will remain so registered for
the duration of this Contract. GT agrees that it will promptly notify the Fund
in the event of any material change in its status as a registered transfer
agent. Should GT fail to be registered with the Securities and Exchange
Commission as a transfer agent at any time during the term of this Contract, the
Fund may immediately terminate this Contract, upon written notice to GT.
XX. NOTICES
All notices and other communications hereunder, including Written
Instructions, shall be in writing or by confirming telegram, cable, telex or
facsimile sending device. Notices with respect to a party shall be directed to
such address as may from time to time be designated by that party to the other.
XXI. FURTHER ACTIONS
Each party agrees to perform such further acts and execute such further
documents as are necessary to effect the purposes of this Contract.
XXII. AMENDMENTS
This Contract or any part hereof may be amended only by an instrument in
writing signed by both parties hereto.
XXIII. COUNTERPARTS
This Contract may be executed in two or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument.
XXIV. MISCELLANEOUS
This Contract embodies the entire agreement and understanding between the
parties hereto, and supersedes all prior agreements and understandings relating
to the subject matter hereof, provided that the parties may embody in one or
more separate documents their agreement or agreements with respect to such
matters that this Contract provides may be later agreed to by and between the
parties from time to time. The captions in this Contract are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. This
Contract shall be governed by and construed in accordance with California law.
If any provision of this Contract shall be held or made invalid by a court
decision, statute, rule or otherwise, the remainder of this Contract shall not
be affected
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thereby. This Contract shall be binding and shall inure to the benefit of the
parties hereto and their respective successors.
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IN WITNESS WHEREOF, the parties hereto have caused this Contract to be
executed by their officers designated below on the day and year first written
above.
GT GLOBAL SELECT FLOATING RATE FUND, INC.
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Attest: By:
GT GLOBAL INVESTOR SERVICES, INC.
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Attest: By:
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