ADMINISTRATION CONTRACT
BETWEEN
GT GLOBAL FLOATING RATE FUND, INC.
AND
CHANCELLOR LGT ASSET MANAGEMENT, INC.
Contract made as of ________, 1997, between GT Global Floating Rate
Fund, Inc., a Maryland corporation ("Fund"), and Chancellor LGT Asset
Management, Inc., a [New York] corporation ("Chancellor LGT").
WHEREAS the Fund is registered under the Investment Company Act of 1940,
as amended ("1940 Act"), as a closed-end management investment company, and
intends to offer for public sale shares of its Common Stock; and
WHEREAS the Fund desires to retain Chancellor LGT as administrator to
furnish certain administrative services to the Fund, and Chancellor LGT is
willing to furnish such services;
NOW THEREFORE, in consideration of the premises and the mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. APPOINTMENT. The Fund hereby appoints Chancellor LGT as
administrator of the Fund for the period and on the terms set forth in this
Contract. Chancellor LGT accepts such appointment and agrees to render the
services herein set forth, for the compensation herein provided.
2. DUTIES AS ADMINISTRATOR. Chancellor LGT will administer the
affairs of the Fund subject to the supervision of the Fund's Board of
Directors ("Board") and the following understandings:
(a) Chancellor LGT will supervise all aspects of the
non-investment operations of the Fund, including the oversight of transfer
agency, custodial, pricing and accounting services, except as hereinafter set
forth; provided, however, that nothing herein contained shall be deemed to
relieve or deprive the Board of its responsibility for control of the conduct
of the affairs of the Fund.
(b) At Chancellor LGT's expense, Chancellor LGT will provide the
Fund with such corporate, administrative and clerical personnel (including
officers of the Fund) and services as are reasonably deemed necessary or
advisable by the Board.
(c) Chancellor LGT will arrange, but not pay, for the periodic
preparation, updating, filing and dissemination (as applicable) of the Fund's
prospectus, proxy material, tax returns and required reports with or to the
Fund's shareholders, the Securities and Exchange Commission and other
appropriate federal or state regulatory authorities.
(d) Chancellor LGT will provide the Fund with, or obtain for it,
adequate office space and all necessary office equipment and services,
including telephone service, heat, utilities, stationery supplies and similar
items.
3. FURTHER DUTIES. In all matters relating to the performance of this
Contract, Chancellor LGT will act in conformity with the Articles of
Incorporation, Bylaws and Registration Statement of the Fund and with the
instructions and directions of the Board and will comply with the
requirements of the 1940 Act, the rules thereunder, and all other applicable
federal and state laws and regulations.
4. DELEGATION OF CHANCELLOR LGT'S DUTIES AS ADMINISTRATOR. With
respect to the Fund, Chancellor LGT may enter into one or more contracts
("Sub-Administration Contract") with a sub-administrator in which Chancellor
LGT delegates to such sub-administrator the performance of any or all of the
services specified in Paragraphs 2 and 3 of this Contract, provided that (i)
each Sub-Administration Contract imposes on the sub-administrator bound
thereby all the duties and conditions to which Chancellor LGT is subject with
respect to the delegated services under Paragraphs 2 and 3 of this Contract;
(ii) each Sub-Administration Contract meets all requirements of the 1940 Act
and rules thereunder; and (iii) Chancellor LGT shall not enter into a
Sub-Administration Contract unless it is approved by the Board of Directors
of the Fund prior to implementation.
5. SERVICES NOT EXCLUSIVE. The services furnished by Chancellor LGT
hereunder are not to be deemed exclusive and Chancellor LGT shall be free to
furnish similar services to others so long as its services under this
Contract are not impaired thereby. Nothing in this Contract shall limit or
restrict the right of any director, officer or employee of Chancellor LGT,
who may also be a Director, officer or employee of the Fund, to engage in any
other business or to devote his or her time and attention in part to the
management or other aspects of any other business, whether of a similar
nature or a dissimilar nature.
6. EXPENSES.
(a) During the term of this Contract, the Fund will bear all
expenses incurred in its operations which are not specifically assumed by
Chancellor LGT.
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(b) Expenses borne by the Fund will include but not be limited to
the following: (i) the cost (including brokerage commissions, if any) of
securities purchased or sold by the Fund and any losses incurred in
connection therewith; (ii) fees payable to and expenses incurred on behalf of
the Fund by Chancellor LGT under this Contract; (iii) expenses of organizing
the Fund; (iv) filing fees and expenses relating to the registration and
qualification of the Fund's shares under federal and/or state securities laws
and maintaining such registrations and qualifications; (v) fees and salaries
payable to the Fund's Directors who are not parties to this Contract or
interested persons of any such party ("Independent Directors"); (vi) all
expenses incurred in connection with the Independent Directors' services,
including travel expenses; (vii) taxes (including any income or franchise
taxes) and governmental fees; (viii) costs of any liability, uncollectible
items of deposit and other insurance and fidelity bonds; (ix) any costs,
expenses or losses arising out of a liability of or claim for damages or
other relief asserted against the Fund for violation of any law; (x) legal,
accounting and auditing expenses, including legal fees of special counsel for
the Independent Directors; (xi) charges of custodians, transfer agents,
pricing agents and other agents; (xii) costs of preparing share certificates;
(xiii) expenses of setting in type, printing and mailing prospectuses and
supplements thereto, statements of additional information, reports and proxy
materials for existing shareholders; (xiv) any extraordinary expenses
(including fees and disbursements of counsel, costs of actions, suits or
proceedings to which the Fund is a party and the expenses the Fund may incur
as a result of its legal obligation to provide indemnification to its
officers, Directors, employees and agents) incurred by the Fund; (xv) fees,
voluntary assessments and other expenses incurred in connection with
membership in investment company organizations; (xvi) costs of mailing and
tabulating proxies and costs of meetings of shareholders, the Board and any
committees thereof; (xvii) the cost of investment company literature and
other publications provided by the Fund to its Directors and officers; and
(xviii) costs of mailing, stationery and communications equipment.
(c) Chancellor LGT will assume the cost of any compensation for
services provided to the Fund received by the officers and by the Directors
of the Fund who are not Independent Directors.
(d) The payment or assumption by Chancellor LGT of any expense of
the Fund that Chancellor LGT is not required by this Contract to pay or
assume shall not obligate Chancellor LGT to pay or assume the same or any
similar expense of the Fund on any subsequent occasion.
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7. COMPENSATION.
(a) For the services provided under this Contract, the Fund will
pay Chancellor LGT a fee, computed weekly and paid monthly, at the annualized
rate of 0.25% of the Fund's average weekly net assets.
(b) The fee shall be computed weekly and paid monthly to
Chancellor LGT on or before the last business day of the next succeeding
calendar month.
(c) If this Contract becomes effective or terminates before the
end of any month, the fee for the period from the effective date to the end
of the month or from the beginning of such month to the date of termination,
as the case may be, shall be prorated according to the proportion which such
period bears to the full month in which such effectiveness or termination
occurs.
8. LIMITATION OF LIABILITY OF CHANCELLOR LGT AND INDEMNIFICATION.
Chancellor LGT shall not be liable, and the Fund shall indemnify Chancellor
LGT and its directors, officers and employees, for any costs or liabilities
arising from any error of judgment or mistake of law or any loss suffered by
the Fund in connection with the matters to which this Contract relates except
a loss resulting from willful misfeasance, bad faith or gross negligence on
the part of Chancellor LGT in the performance by Chancellor LGT of its duties
or from reckless disregard by Chancellor LGT of its obligations and duties
under this Contract. Any person, even though also an officer, partner,
employee, or agent of Chancellor LGT, who may be or become a Director,
officer, employee or agent of the Fund, shall be deemed, when rendering
services to the Fund or acting with respect to any business of the Fund to be
rendering such service to or acting solely for the Fund and not as an
officer, partner, employee, or agent or one under the control or direction of
Chancellor LGT even though paid by it.
9. DURATION AND TERMINATION.
(a) This Contract shall become effective upon the date hereabove
written, provided that this Contract shall not take effect with respect to
the Fund unless it has first been approved (i) by a vote of a majority of the
Independent Directors, cast in person at a meeting called for the purpose of
voting on such approval, and (ii) by vote of a majority of the Fund's
outstanding voting securities.
(b) Unless sooner terminated as provided herein, this Contract shall
continue in effect for two years from the above
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written date. Thereafter, if not terminated, with respect to the Fund, this
Contract shall continue automatically for successive periods not to exceed
twelve months each, provided that such continuance is specifically approved
at least annually (i) by a vote of a majority of the Independent Directors,
cast in person at a meeting called for the purpose of voting on such
approval, and (ii) by the Board or by vote of a majority of the outstanding
voting securities of the Fund.
(c) Notwithstanding the foregoing, with respect to the Fund this
Contract may be terminated at any time, without the payment of any penalty,
by vote of the Board or by a vote of a majority of the outstanding voting
securities of the Fund on sixty days' written notice to Chancellor LGT or by
Chancellor LGT at any time, without the payment of any penalty, on sixty
days' written notice to the Fund. This Contract will automatically terminate
in the event of its assignment.
10. AMENDMENT. No provision of this Contract may be changed, waived,
discharged or terminated orally, but only by an instrument in writing signed
by the party against which enforcement of the change, waiver, discharge or
termination is sought, and no amendment of this Contract shall be effective
until approved by vote of a majority of the Fund's outstanding voting
securities.
11. GOVERNING LAW. This Contract shall be construed in accordance with
the laws of the State of California and the 1940 Act. To the extent that the
applicable laws of the State of California conflict with the applicable
provisions of the 1940 Act, the latter shall control.
12. MISCELLANEOUS. 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. 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 thereby. This Contract shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors. As used in
this Contract, the terms "majority of the outstanding voting securities,"
"interested person," "assignment," "broker," "dealer," "investment adviser,"
"national securities exchange," "net assets," "prospectus," "sale," "sell"
and "security" shall have the same meaning as such terms have in the 1940
Act, subject to such exemption as may be granted by the Securities and
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Exchange Commission by any rule, regulation or order. Where the effect of a
requirement of the 1940 Act reflected in any provision of this Contract is
made less restrictive by a rule, regulation or order of the Securities and
Exchange Commission, whether of special or general application, such
provision shall be deemed to incorporate the effect of such rule, regulation
or order.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated as of the day and year first above
written.
Attest: GT GLOBAL FLOATING RATE
FUND, INC.
By:
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Attest: CHANCELLOR LGT ASSET
MANAGEMENT, INC.
By:
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