REGISTERED INVESTMENT ADVISER
PARTICIPATION AGREEMENT
AGREEMENT made as of the _____ day of _______________, 1996 between GT
Global, Inc. ("Distributor") and ____________________________________________,
an investment adviser registered with the Securities and Exchange Commission
under the Investment Advisers Act of 1940, as amended ("Intermediary").
WHEREAS, Intermediary wishes to afford its fee-based clients
("Clients") the opportunity to qualify for the ability to purchase Advisor Class
shares of the GT Global Mutual Funds distributed by Distributor identified on
Schedule A (the "GT Global Funds") at net asset value; and
WHEREAS, Advisor Class shares may be offered to (1) any account with
assets of at least $10,000 if (a) a financial planner or registered investment
adviser has investment discretion over such account, and (b) the account holder
pays such person as compensation for its advice and other services an annual fee
of at least .50% on the assets in the account ("Advisory Fee Account"); and (2)
any account with assets of at least $10,000 if (i) such account is established
under a "wrap fee" program, and (ii) the account holder pays the sponsor of such
program an annual fee of at least .50% on the assets in the account ("Wrap Fee
Account"); and
WHEREAS, Administrator and its Clients have entered into an
accountholder agreement substantially in the form attached to and made part of
this Agreement establishing either an Advisory Fee Account or Wrap Fee Account
(collectively, the "Accounts") pursuant to which Intermediary provides its
advice and other services; and
WHEREAS, Distributor is willing to allow Intermediary to purchase
Advisor Class shares of GT Funds for its Clients in the Accounts subject to the
provisions of this Agreement;
NOW THEREFORE, in consideration of the foregoing and the mutual
premises and covenants herein contained, Distributor and the Intermediary
mutually agree as follows:
1. APPOINTMENT. GT Global appoints Intermediary to sell Advisor Class
shares of the GT Global Funds and to render services with respect to its Clients
that invest in such shares. Intermediary will receive no concession, discount,
sales incentives or commission on any sale of Advisor Class shares to its
Clients.
2. SERVICES TO BE PERFORMED.
The services to be provided under Paragraph 1 by Intermediary
may include, but are not limited to, the following:
(a) reviewing the activity in Client accounts;
(b) assisting Investors in designating and changing dividend
options, account designations and addresses;
(c) advertising the availability of the Intermediary's
services and products as permitted under Paragraph 6;
(d) providing assistance and review in designing materials to
be sent to Clients and potential Clients and developing methods of making such
materials accessible to Clients and potential Investors;
(e) responding to Clients and potential Clients' questions
about the Funds;
3. INTERMEDIARY'S REPRESENTATIONS AND WARRANTIES.
(a) Intermediary represents and warrants that it shall make
Advisor Class shares available, and shall provide services under this Agreement,
only to Wrap Fee Accounts or Advisory Fee Accounts;
(b) If Intermediary makes available Advisor Class shares to
Advisory Fee Accounts, Intermediary represents and warrants that (i) it is a
financial planner or registered investment adviser, and (ii) each Investor
investing in Advisor Class shares through an Advisory Account made available by
the Intermediary shall invest at least $10,000 through such Advisory Account;
and
(c) If Intermediary makes available Advisor Class shares to
Wrap Fee Accounts, Intermediary represents and warrants that (i) it is the
sponsor of such Wrap Fee Accounts, and (ii) each Investor investing in Advisor
Class shares through a Wrap Fee Account made available by the Administrator
shall invest at least $10,000 through such Wrap Fee Account.
(e) Intermediary represents and warrants that (i) it is
registered as an investment adviser with the U.S. Securities and Exchange
Commission and will comply with all applicable state and federal securities laws
and regulations, (ii) it is duly organized and validly existing in good standing
under the laws of the jurisdiction in which it is organized, (iii) it has all
requisite authority under applicable federal and state laws, and rules and
regulations of any securities exchange or regulatory authority to which it is
subject, to enter into this Agreement and to perform the services to be provided
hereunder, and (iv) if it is a broker-dealer, that it is a member firm in good
standing of the National Association of Securities Dealers, Inc. and a
broker-dealer registered with the Securities and Exchange Commission under the
Securities Exchange Act of 1934, as amended.
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(f) Intermediary represents and warrants that it has disclosed
to GT Global every potentially material action, suit, investigation, inquiry, or
proceeding (formal or informal) pending or threatened against or affecting the
Intermediary, by or before any court or other tribunal, any arbitrator, any
governmental authority, or any self-regulatory organization to whose authority
it is subject. Intermediary shall notify GT Global promptly, but in any event
within three business days, of the initiation of any such action, suit,
investigation, inquiry, or proceeding that potentially would have a material
impact on the Intermediary.
(g) In connection with the sale of Advisor Class shares to an
Account, Intermediary represents and warrants that all investments made on
behalf of the Accounts in shares of the Advisor Class shall be eligible for such
investment under the requirements set forth above or under the requirements
described in the GT Global Funds' prospectus in effect on the date of such
investments; and
4. INDEMNIFICATION. To the greatest extent permitted by applicable law,
Intermediary indemnifies and holds harmless the Distributor and the GT Global
Funds and their officers, directors, employees agents, successor and assigns
from any and all liability, claims, actions, loss, cost or expenses (including
reasonable attorneys fees and amounts spared in settlement) which in any manner
arise, or are claimed to have arisen in connection with the transactions
contemplated by this Agreement and result from any breach of Intermediary's
representations, warranties, covenants or other obligations hereunder. Further,
the Intermediary agrees to indemnify the Distributor for any and all claims,
liability, expense or loss arising out of a sale of Advisor Class shares in any
state or jurisdiction in which such shares are not so qualified or exempt or in
a state or jurisdiction that is not indicated on Intermediary's Form ADV as
filed with the Securities and Exchange Commission.
5. ACCEPTANCE. The Distributor will accept orders for Advisor Class
shares from the Intermediary for its Clients in the Accounts subject to the
requirements of this Agreement and those set forth in the prospectus of the GT
Global Funds in effect on the date of acceptance of a purchase order. All orders
are subject to acceptance or rejection by the Distributor in its sole
discretion.
6. ADVERTISING. Intermediary will not, without the prior written
approval of GT Global, make any reference to the Funds or their availability at
net asset value. This prohibition shall not apply to Intermediary's brochures
distributed to the public which contain information about Intermediary's
advisory services but do not reference the GT Global Funds by name.
7. ASSIGNMENT. This Agreement is nonassignable, except that Distributor
may assign its rights and obligations to any subsidiary of or any company under
common control with it, provided that the assignee is duly licensed or
registered to perform all functions required of it under this Agreement and
undertakes in writing to perform those functions.
8. CONFIDENTIALITY. Each party to this Agreement shall maintain the
confidentiality of any proprietary information that it may acquire in the
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performance of this Agreement and shall not use such proprietary information
without the prior written consent of the other party.
9. MODIFICATION OF AGREEMENT.This Agreement supersedes all prior
agreements, either oral or written, between the parties relating to the Advisor
Class shares. Except for any amendment of Schedule A, this Agreement may not be
modified unless by written agreement signed by all of the parties.
10. MISCELLANEOUS. This Agreement constitutes the whole agreement
between the parties and supersedes all prior oral or written understandings
between the parties with respect to its subject matter. No waiver of any of the
provisions of this Agreement shall be deemed, or shall constitute, a waiver of
any other provisions, whether or not similar, nor shall any waiver constitute a
continuing waiver. This Agreement shall be construed and its provisions
interpreted under and in accordance with the laws of the State of California
without giving effect to principles of conflict of laws. The headings in this
Agreement are included for convenience of reference only and in no way define or
delineate any of its provisions or otherwise affect its construction or effect.
This Agreement may be executed in two or more counterparts, each of which taken
together shall constitute one and the same instrument. This is a severable
agreement and in the event that any part or parts of this Agreement shall be
held to be unenforceable to its or their full extent, such part or parts shall
be enforced to the extent permitted under the law, and all other parts of this
Agreement shall remain valid and duly enforceable as if the unenforceable part
or parts had never been a part hereof.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed as of the date set forth above by their officers designated below.
INTERMEDIARY GT GLOBAL, INC.
By: _________________________________ By:_______________________________
Name: Xxxxxxx X. Xxxxxxxxxx
Title: Senior Vice President
National Sales Manager
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SCHEDULE A
GT INVESTMENT FUNDS, INC.
GT Global Consumer Products and Services Fund
GT Global Financial Services Fund
GT Global Health Care Fund
GT Global Infrastructure Fund
GT Global Natural Resources Fund
GT Global Telecommunications Fund
GT Global Emerging Markets Fund
GT Global Latin America Growth Fund
GT Global Growth & Income Fund
GT Global Government Income Fund
GT Global High Income Fund
GT Global Strategic Income Fund
GT GLOBAL GROWTH SERIES
GT Global America Mid Cap Growth Fund
GT Global America Small Cap Growth Fund
GT Global America Value Fund
GT Global Europe Growth Fund
GT Global International Growth Fund
GT Global Japan Growth Fund
GT Global New Pacific Growth Fund
GT Global Worldwide Growth Fund
GT INVESTMENT PORTFOLIOS, INC.
GT Global Dollar Fund
