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EXHIBIT(g)(5)
SUB-ADMINISTRATION CONTRACT
AMONG
GT GLOBAL FLOATING RATE FUND, INC.,
A I M ADVISORS, INC.
AND
INVESCO (NY), INC.
Contract made as of May 29, 1998, among GT Global Floating Rate Fund,
Inc., a Maryland corporation, d/b/a AIM Floating Rate Fund ("Fund"), A I M
Advisors, Inc., a Delaware corporation ("AIM"), and INVESCO (NY), INC., a
California corporation ("INVESCO (NY)").
WHEREAS AIM has entered into an Administration Contract with the Fund,
a closed-end management investment company registered under the Investment
Company Act of 1940, as amended ("1940 Act"); and
WHEREAS AIM desires to retain INVESCO (NY) as sub-administrator to
furnish certain administrative services to the Fund, and INVESCO (NY) is
willing to furnish such services;
NOW THEREFORE, in consideration of the premises and the mutual
covenants herein contained, it is agreed among the parties hereto as follows:
1. APPOINTMENT. AIM hereby appoints INVESCO (NY) as
sub-administrator of the Fund for the period and on the terms set forth in this
Contract. INVESCO (NY) accepts such appointment and agrees to render the
services herein set forth, for the compensation herein provided.
2. DUTIES AS ADMINISTRATOR. INVESCO (NY) will administer the
affairs of the Fund subject to the supervision of the Fund's Board of Directors
("Board") and AIM and the following understandings:
(a) INVESCO (NY) 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 INVESCO (NY)'s expense, INVESCO (NY) 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) INVESCO (NY) will arrange, but not pay, for the
periodic preparation,
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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) INVESCO (NY) 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, INVESCO (NY) 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. SERVICES NOT EXCLUSIVE. The services furnished by INVESCO
(NY) hereunder are not to be deemed exclusive and INVESCO (NY) 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 INVESCO (NY), 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.
5. EXPENSES.
(a) During the term of this Contract, the Fund will bear
all expenses incurred in its operations which are not specifically assumed by
INVESCO (NY).
(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 INVESCO (NY) under this Contract; (iii) expenses of organizing the
Fund; (iv) costs incurred in connection with the issuance, sale or repurchase
of the Fund's shares; (v) 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; (vi) expenses of
preparing and filing reports and other documents with governmental and
regulatory agencies (vii) 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"); (viii) all expenses incurred in connection with the
Independent Directors' services, including travel expenses; (ix) taxes
(including any income or franchise taxes) and governmental fees; (x) costs of
any liability, uncollectible items of deposit and other insurance and fidelity
bonds; (xi) 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;
(xii) interest charges; (xiii) legal, accounting and auditing
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expenses, including legal fees of special counsel for the Independent Directors;
(xiv) charges of custodians, transfer agents, pricing agents and other agents;
(xv) costs of preparing share certificates; (xvi) expenses of setting in type,
printing and mailing prospectuses and supplements thereto, statements of
additional information, reports and proxy materials for existing shareholders;
(xvii) expenses of obtaining and maintaining securities exchange listing of the
Fund's shares; (xviii) 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; (xix) fees, voluntary assessments and other
expenses incurred in connection with membership in investment company
organizations; (xx) costs of mailing and tabulating proxies and costs of
meetings of shareholders, the Board and any committees thereof; (xxi) the cost
of investment company literature and other publications provided by the Fund to
its Directors and officers; and (xxii) costs of mailing, stationery and
communications equipment.
(c) INVESCO (NY) 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 INVESCO (NY) of any
expense of the Fund that INVESCO (NY) is not required by this Contract to pay
or assume shall not obligate INVESCO (NY) to pay or assume the same or any
similar expense of the Fund on any subsequent occasion.
6. COMPENSATION. INVESCO (NY) will not be paid any special
compensation for the services provided under this Contract.
7. LIMITATION OF LIABILITY OF INVESCO (NY) AND INDEMNIFICATION.
INVESCO (NY) shall not be liable, and the Fund shall indemnify INVESCO (NY) 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 INVESCO (NY) in the performance by INVESCO (NY) of its duties or from
reckless disregard by INVESCO (NY) of its obligations and duties under this
Contract. Any person, even though also an officer, partner, employee, or agent
of INVESCO (NY), 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 INVESCO (NY) even though paid by it.
8. DURATION AND TERMINATION.
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(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 by a vote of a majority
of the Company's Directors.
(b) Unless sooner terminated as provided herein, this
Contract shall continue in effect for two years from the above 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 by
the Company's Directors.
(c) Notwithstanding the foregoing, 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 AIM and INVESCO (NY), or by AIM or
INVESCO (NY) 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 or in the event of termination of the Administration
Contract between the Fund and AIM
9. 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.
10. GOVERNING LAW. This Contract shall be construed in accordance
with the laws of the State of Delaware (without regard to Delaware conflict or
choice of law provisions) and the 1940 Act. To the extent that the applicable
laws of the State of Delaware conflict with the applicable provisions of the
1940 Act, the latter shall control.
11. 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 Exchange
Commission by any rule, regulation or order. Where the
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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.
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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.
/s/XXXXXXX X. SILVER By: /s/XXXXXXX X. XXXXXXX
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Xxxxxxx X. Silver Xxxxxxx X. Xxxxxxx
Assistant Secretary Vice President, Principal Accounting
Officer and (Acting) CFO
Attest: A I M ADVISORS, INC.
/s/XXXXXXXX X. XXXXXXXX By: /s/XXXXX X. XXXXXXX
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Name: Xxxxxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxx
Title: Assistant Secretary Title: Senior Vice President
Attest: INVESCO (NY), INC.
/s/XXXXXXX X. SILVER By: /s/XXXXX X. XXX
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Xxxxxxx X. Silver Xxxxx X. Xxx
Chief Legal and Compliance Officer
and Secretary
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