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EXHIBIT(h)(1)
DISTRIBUTION AGREEMENT
BETWEEN
GT GLOBAL FLOATING RATE FUND, INC.
AND
AIM DISTRIBUTORS, INC.
THIS AGREEMENT made this 29th day of May, 1998, by and between GT Global
Floating Rate Fund, Inc., a Maryland corporation, d/b/a AIM Floating Rate Fund
(the "Fund"), and A I M Distributors, Inc., a Delaware corporation (the
"Distributor").
W I T N E S S E T H:
In consideration of the mutual covenants herein contained and other
good and valuable consideration, the receipt whereof is hereby acknowledged, the
parties hereto agree as follows:
FIRST: The Fund hereby appoints the Distributor as its exclusive agent
for the sale of its shares of common stock (the "Shares") to the public directly
and through investment dealers and financial institutions in the United States
and throughout the world.
SECOND: The Fund shall not sell any Shares except through the
Distributor and under the terms and conditions set forth in paragraph FOURTH
below. Notwithstanding the provisions of the foregoing sentence, however:
(A) the Fund may issue Shares to any other investment company or
personal holding company, or to the shareholders thereof, in exchange for all or
a majority of the shares or assets of any such company; and
(B) the Fund may issue Shares at net asset value to the Fund's
shareholders in connection with the reinvestment of dividends and other
distributions.
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THIRD: The Distributor hereby accepts appointment as exclusive agent
for the sale of the Shares and agrees that it will use its best efforts to sell
such Shares; provided, however, that:
(A) the Distributor may, and when requested by the Fund shall, suspend
its efforts to effectuate such sales at any time when, in the opinion of the
Distributor or of the Fund, no sales should be made because of market or other
economic considerations or abnormal circumstances of any kind; and
(B) the Fund may withdraw the offering of the Shares (i) at any time
with the consent of the Distributor, or (ii) without such consent when so
required by the provisions of any statute or of any order, rule or regulation of
any governmental body having jurisdiction. It is mutually understood and agreed
that the Distributor does not undertake to sell any specific amount of the
Shares. The Fund shall have the right to specify minimum amounts for initial and
subsequent orders for the purchase of Shares.
FOURTH:
(A) The public offering price of the Shares (the "offering price")
shall be the net asset value per share of the Fund. Net asset value per share
shall be determined in accordance with the provisions of the Fund's then current
prospectus. The Distributor may establish a schedule of early withdrawal charges
to be imposed at the time of repurchase of the Shares, and such schedule shall
be disclosed in the Fund's current prospectus. Such schedule of early withdrawal
charges may reflect variations in or waivers of such charges, either generally
to the public or to any specified class of shareholders and/or in connection
with any specified class of transactions, in accordance with applicable rules
and regulations and exemptive relief granted by the Securities and Exchange
Commission, and as set forth in the Fund's current prospectus. The Distributor
shall apply any scheduled variation in or waiver of early withdrawal charges
uniformly to all shareholders and /or all transactions belonging to a specified
class.
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(B) The compensation for the services of the Distributor hereunder
shall be the early withdrawal charges, if any, which are collected on the Shares
as set forth in the Fund's prospectus.
(C) The Distributor may pay to investment dealers and other financial
institutions through whom the Shares are sold, such sales commissions and
shareholder servicing fees as the Distributor may specify from time to time.
Payment of any such sales commissions and shareholder servicing fees shall be
the sole obligation of the Distributor.
FIFTH: The Distributor shall act as agent of the Fund in connection
with the sale of the Shares. Except with respect to such sales, the Distributor
shall act as principal in all matters relating to the promotion of the sale of
Shares and shall enter into all of its own engagements, agreements and contracts
as principal on its own account. The Distributor shall enter into agreements
with investment dealers and financial institutions selected by the Distributor,
authorizing such investment dealers and financial institutions to offer and sell
Shares to the public upon the terms and conditions set forth therein, which
shall not be inconsistent with the provisions of this Agreement. Each agreement
shall provide that the investment dealer and financial institution shall act as
a principal, and not as an agent, of the Fund.
SIXTH: The Fund shall bear:
(A) the expenses of qualification of the Shares for sale in connection
with such public offerings in such states as shall be selected by the
Distributor, and of continuing the qualification therein until the Distributor
notifies the Fund that it does not wish such qualification continued; and
(B) all legal expenses in connection with the foregoing.
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SEVENTH: The Distributor shall bear the expenses of printing from the
final proof and distributing the Fund's prospectuses (including supplements
thereto) relating to public offerings made by the Distributor pursuant to this
Agreement (which shall not include those prospectuses, and supplements thereto,
to be distributed to shareholders of the Fund), and any other promotional or
sales literature used by the Distributor or furnished by the Distributor to
dealers in connection with such public offerings, and expenses of advertising in
connection with such public offerings. The Distributor may be reimbursed for all
or a portion of such expenses as the Fund and the Distributor may from time to
time agree.
EIGHTH: The Distributor will accept orders for the purchase of Shares
only to the extent of purchase orders actually received and not in excess of
such orders, and it will not avail itself of any opportunity of making a profit
by expediting or withholding orders. It is mutually understood and agreed that
the Fund may reject purchase orders where, in the judgment of the Fund, such
rejection is in the best interest of the Fund.
NINTH: The Fund and the Distributor shall each comply with all
applicable provisions of the Investment Company Act of 1940 ("1940 Act"), the
Securities Act of 1933 and of all other federal and state laws, rules and
regulations governing the issuance and sale of Shares.
TENTH:
(A) In the absence of willful misfeasance, bad faith, gross negligence
or reckless disregard of obligations or duties hereunder on the part of the
Distributor, the Fund agrees to indemnify the Distributor against any and all
claims, demands, liabilities and expenses which the Distributor may incur under
the Securities Act of 1933, or common law or otherwise, arising out of or based
upon any alleged untrue statement of a material fact contained in any
registration statement or prospectus of the Fund, or any omission to state a
material fact therein, the omission of which makes any statement contained
therein misleading, unless such statement or omission was made in reliance upon,
and in conformity with, information furnished to the Fund in connection
therewith by or on behalf of the Distributor. The Distributor agrees to
indemnify the
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Fund against any and all claims, demands, liabilities and expenses which the
Fund may incur arising out of or based upon any act or deed of the Distributor
or its sales representatives which has not been authorized by the Fund in its
prospectus or in this Agreement.
(B) The Distributor agrees to indemnify the Fund against any and all
claims, demands, liabilities and expenses which the Fund may incur under the
Securities Act of 1933, or common law or otherwise, arising out of or based upon
any alleged untrue statement of a material fact contained in any registration
statement or prospectus of the Fund, or any omission to state a material fact
therein if such statement or omission was made in reliance upon, and in
conformity with, information furnished to the Fund in connection therewith by or
on behalf of the Distributor.
(C) Notwithstanding any other provision of this Agreement, the
Distributor shall not be liable for any errors of the Fund's transfer agent(s),
or for any failure of any such transfer agent to perform its duties.
ELEVENTH: Nothing herein contained shall require the Fund to take any
action contrary to any provision of its Articles of Incorporation or By-laws, or
to any applicable statute or regulation.
TWELFTH: This Agreement shall become effective with respect to the Fund
as of the date hereof, shall continue in force and effect for two years
thereafter, and shall continue in force and effect from year to year thereafter,
provided, that such continuance is specifically approved with respect to the
Fund at least annually (a)(i) by the Board of Directors of the Fund or (ii) by
the vote of a majority of the outstanding voting securities (as defined in
Section 2(a)(42) of the 1940 Act), and (b) by vote of a majority of the Fund's
directors who are not parties to this Agreement or "interested persons" (as
defined in Section 2(a)(19) of the 0000 Xxx) of any party to this Agreement cast
in person at a meeting called for such purpose.
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THIRTEENTH:
(A) This Agreement may be terminated with respect to the Fund at any
time, without the payment of any penalty, by vote of the Board of Directors of
the Fund or by vote of a majority of the outstanding voting securities of the
Fund, or by the Distributor, on sixty (60) days' written notice to the other
party.
(B) This Agreement shall automatically terminate in the event of its
assignment, the term "assignment" having the meaning set forth in Section
2(a)(4) of the 1940 Act.
FOURTEENTH: Any notice under this Agreement shall be in writing,
addressed and delivered, or mailed postage prepaid, to the other party at such
address as the other party may designate for the receipt of notices. Until
further notice to the other party, it is agreed that the addresses of both the
Fund and the Distributor shall be 00 Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxx
00000.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed in duplicate on the day and year first above written.
GT GLOBAL FLOATING
RATE FUND, INC.
By: /s/ XXXXXXX X. XXXXXXXXX
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Name: Xxxxxxx X. Xxxxxxxxx
Title: President
Attest:
/s/ XXXXXXX X. SILVER
--------------------------------
Name: Xxxxxxx X. Silver
Title: Assistant Secretary
AIM DISTRIBUTORS, INC.
By: /s/ XXXX XXXXXXXX
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Name: Xxxx Xxxxxxxx
Title: Senior Vice President
Attest:
/s/ XXXXXXXX X. XXXXXXXX
--------------------------------
Name: Xxxxxxxx X. Xxxxxxxx
Title: Secretary
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