TRANSFER AGENCY CONTRACT BETWEEN
FLOATING RATE PORTFOLIO
AND
GT GLOBAL INVESTOR SERVICES, INC.
This Transfer Agency Contract ("Contract") is made as of
_______________, 1997 between Floating Rate Portfolio (the "Portfolio"), a
Delaware business trust, and GT Global Investor Services, Inc. ("GT"), a
California corporation.
WHEREAS, the Portfolio is registered under the Investment Company Act
of 1940, as amended ("1940 Act"), as a closed-end management investment company;
and
WHEREAS, the Portfolio may from time-to-time in the future establish
one or more additional separate and distinct series of shares of beneficial
interest of the Portfolio; and
WHEREAS, the Portfolio desires to retain GT to act as transfer agent
and dividend disbursing agent to the Portfolio, 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 Portfolio hereby appoints GT to act as transfer agent and dividend
disbursing agent of the Portfolio 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 Portfolio and any
other person, whether or not any such person is an officer or employee of the
Portfolio, duly authorized by the Board of Trustees, the President or any Vice
President of the Portfolio to give Oral and Written Instructions on behalf of
the Portfolio. The Portfolio will provide to GT and keep current a written list
of all Authorized Persons.
(D) "Custodian" means the custodian or custodians employed by the
Portfolio to maintain custody of the Portfolio's assets.
(E) "Distributor" means the principal underwriter of the Shares of the
Portfolio.
(F) "Governing Trust Documents" means the Instrument of Trust,
Certificate of Trust and other applicable Governing Trust documents of the
Portfolio 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) "Registration Statement" means the current N-2 of the Portfolio.
(I) "Shares" means shares of beneficial interest of the Portfolio.
(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 Portfolio represents that
there is no limitation on the number of Shares that are authorized for issuance
under the Portfolio's Instrument of Trust. The Portfolio agrees to keep GT
apprised, to the extent necessary for GT to adequately perform its duties
hereunder, of the number of shares of the Portfolio authorized for issuance.
IV. COMPLIANCE BY GT WITH GOVERNING TRUST DOCUMENTS, REGISTRATION
STATEMENT AND APPLICABLE LAW AND REGULATION
All of GT's actions in fulfilling its responsibilities under this
Contract shall be made in accordance with the Registration Statement, the
Governing Trust Documents, the rules and regulations of the Securities and
Exchange Commission and the laws and regulations of the State of Delaware
relating to the issuance and transfer of securities such as the Shares.
V. RECORDS
(A) GT shall maintain records of the accounts for each Shareholder
which include the following information with respect to the Portfolio:
(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;
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(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 Portfolio.
(B) The books and records pertaining to the Portfolio which are in the
possession of GT shall be the property of the Portfolio. Such books and records
shall be prepared and maintained as required by the 1940 Act and other
applicable laws, rules and regulations. The Portfolio 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 Portfolio, copies
of any such books and records shall be provided by GT to the Portfolio or its
authorized representatives, at the Portfolio'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 Registration Statement:
(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 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 Portfolio, 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 Portfolio shall supply GT with a sufficient supply of
certificates representing Shares, in the form approved from time to time by the
Board of Trustees or officers of the Portfolio, and, from time-to-time, shall
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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 Portfolio. Notwithstanding the death, resignation or removal of any officer
of the Portfolio, 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 Registration
Statement, 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.
(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 Portfolio 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 Portfolio 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
Portfolio agrees that GT shall incur no liability to the Portfolio 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 Portfolio shall furnish GT with appropriate evidence of action
by the Portfolio's board of trustees declaring dividends and distributions and
authorizing their payment as described in the Registration Statement. 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 Trust Documents and Registration Statement, 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
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as provided for in the Registration Statement. 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 Portfolio, 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
Portfolio 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 Portfolio, 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 Portfolio, all as
required by applicable Federal tax laws and regulations.
IX. COMMUNICATIONS WITH SHAREHOLDERS
(A) COMMUNICATIONS TO SHAREHOLDERS. GT will address and mail all
communications by the Portfolio to the shareholders of the Portfolio, 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 Portfolio, 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
Portfolio.
X. OTHER ONGOING SERVICES
As requested by the Portfolio, GT shall also provide the following
services on an ongoing basis:
(A) Furnish to the Portfolio or its designated agent such
state-by-state registration reports reasonably necessary to enable the Portfolio
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 Portfolio with Shareholder lists and such statistical
information as the Portfolio reasonably may request.
(E) Provide the Custodian with such information as the Portfolio or the
Custodian reasonably may request.
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(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 Portfolio and GT.
(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
Portfolio, GT and the Custodian.
XI. COOPERATION WITH ACCOUNTANTS
GT shall cooperate with the Portfolio'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 Portfolio.
XII. CONFIDENTIALITY
GT agrees on behalf of itself and its employees to treat confidentially
all records and other information relative to the Portfolio and their prior,
present or potential Shareholders, except, after prior notification to and
approval in writing by the Portfolio, 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
Portfolio.
XIII. COMPENSATION
As compensation for the services rendered by GT during the term of this
Contract, the Portfolio will pay to GT monthly fees that shall be agreed to from
time to time by the Portfolio and GT. In addition, as may be agreed to from time
to time by the Portfolio and GT, the Portfolio 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
Portfolio 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 Portfolio 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
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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 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 Portfolio
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 Portfolio, the
Distributor and/or the investment adviser of the Portfolio).
(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 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.
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XVI. INDEMNIFICATION OF GT
The Portfolio 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 Portfolio;
(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 Portfolio
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 PORTFOLIO
GT agrees to indemnify and hold harmless the Portfolio 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 Portfolio until
termination with respect to that Fund by the Portfolio or GT on sixty (60) days'
prior written notice.
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
Portfolio 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
Portfolio 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.
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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 thereby. This Contract shall be binding and shall inure to the
benefit of the parties hereto and their respective successors.
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.
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FLOATING RATE PORTFOLIO.
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Attest: /S/ By: /S/ Xxxxx X. Xxxxxxxxx
GT GLOBAL INVESTOR SERVICES, INC.
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Attest: By: /S/ Xxxxx X. Xxxxx
President
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