DISTRIBUTION CONTRACT
Advisor Class Shares
between
GT GLOBAL SERIES TRUST
and
GT GLOBAL, INC.
This distribution contract, is made as of ______, 1997, between GT
GLOBAL SERIES TRUST, a Massachusetts business trust ("Trust"), and GT GLOBAL,
INC., a California corporation ("GT Global").
WHEREAS, the Trust is an open-end management investment company;
WHEREAS, GT Global has the facilities to sell and distribute the
Advisor Class shares of beneficial interest in the various series established
from time to time by the Trust ("Funds");
WHEREAS, the Trust's Board of Trustees ("Board") has established Class
A, Class B and Advisor Class shares of beneficial interest in each Fund;
WHEREAS, the Trust and GT Global have entered into a separate
distribution contract with respect to the Class A and Class B shares of
beneficial interest in the Funds; and
WHEREAS, the Trust and GT Global desire to enter into a distribution
contract with respect to the Advisor Class shares of the Funds;
NOW, THEREFORE, the parties agree as follows:
1. GT Global shall be the exclusive principal underwriter for the sale
of Advisor Class shares of each Fund, except as otherwise provided pursuant to
paragraph 19 hereof. The terms "Advisor Class shares of the Fund" or "Advisor
Class shares" as used herein shall mean Advisor Class shares of beneficial
interest issued by the Funds.
2. In the sale of Advisor Class shares of each Fund, GT Global shall
act as agent of the Trust except in any transaction in which GT Global sells
such Advisor Class shares as a dealer, in which event GT Global shall act as
principal for its own account.
3. The Trust shall sell Advisor Class shares only through GT Global
except that the Trust may at any time:
(a) Issue Advisor Class shares to any corporation, association,
trust, partnership, or other organization, or its, or their,
security holders, beneficiaries, or members, in connection
with a merger, consolidation, or reorganization to which the
Trust is a party or in connection with the acquisition of all
or substantially all the property and assets of such
corporation, association, trust, partnership, or other
organization;
(b) Issue Advisor Class shares of a Fund at net asset value to the
holders of Advisor Class shares of the other Funds or Advisor
Class shares of other investment companies managed by
Chancellor LGT Asset Management, Inc., pursuant to any
exchange or reinvestment option made available as described in
the current Prospectus of the Fund;
(c) Issue Advisor Class shares at net asset value to a Fund's
shareholders in connection with the reinvestment of dividends
and other distributions paid by the Fund;
(d) Issue Advisor Class shares of a Fund at net asset value to the
sponsor organization, custodian or depository of a periodic or
single payment plan, or similar plan for the purchase of
Advisor Class shares of the Fund, purchasing for such plan;
(e) Issue Advisor Class shares of a Fund in the course of any
other transaction specifically provided for in the Prospectus
of the Fund, or upon obtaining the written consent of GT
Global thereto; or
(f) Sell Advisor Class shares outside of the North American
continent, Hawaii and Puerto Rico through such other principal
underwriter or principal underwriters as may be designated
from time to time by the Trust, pursuant to paragraph 19
hereof.
4. GT Global shall devote its best efforts to the sale of Advisor Class
shares of the Funds. GT Global shall maintain a sales organization suited to the
sale of Advisor Class shares of the Funds and shall use its best efforts to
effect such sales in countries as to which the Trust shall have expressly waived
in writing its right to designate another principal underwriter pursuant to
paragraph 19 hereof, and shall effect and maintain appropriate qualification to
do so in all those jurisdictions in which it sells or offers Advisor Class
2
shares for sale and in which qualification is required. GT Global shall use its
best efforts to ensure that sales of Advisor Class shares are made to investors
eligible to invest in Advisor Class shares, as defined in the Prospectuses of
the Funds.
5. Advisor Class shares of a Fund sold to dealers shall be for resale
by such dealers only at the public offering price set forth in the effective
Prospectus relating to the Fund which is part of the Trust's Registration
Statement in effect under the Securities Act of 1933, as amended ("1933 Act"),
at the time of such offer or sale (herein, the "Prospectus").
6. In its sales to dealers, GT Global shall use its best efforts to
determine that such dealers are appropriately qualified to transact business in
securities under applicable laws, rules and regulations promulgated by such
national, state, local or other governmental or quasi-governmental authorities
as may in a particular instance have jurisdiction.
7. The applicable public offering price of Advisor Class shares of a
Fund shall be the Price which is equal to the net asset value per Advisor Class
share. Net asset value per Advisor Class share shall be determined for a Fund in
the manner and at the time or times set forth in and subject to the provisions
of its Prospectus.
8. All orders for Advisor Class shares received by GT Global shall,
unless rejected by GT Global or the Trust, be accepted by GT Global immediately
upon receipt and confirmed at an offering price determined in accordance with
the provisions of the Prospectus and the Investment Company Act of 1940, as
amended ("1940 Act"), and applicable rules in effect thereunder. GT Global shall
not hold orders subject to acceptance nor otherwise delay their execution. In
conformity with the rules of the NASD, GT Global shall not accept conditional
orders. The provisions of this paragraph shall not be construed to restrict the
right of the Trust to withhold Advisor Class shares of the Funds from sale under
paragraph 16 hereof.
9. The Trust or its transfer agent shall be promptly advised of all
orders received, and shall cause shares of Funds to be issued upon payment
received in accord with policies established by the Trust and GT Global.
10. GT Global shall adopt and follow procedures as approved by the
officers of the Trust for the confirmation of sales to dealers, the collection
of amounts payable by dealers on such sales, and the cancellation of unsettled
3
transactions, as may be necessary to comply with the requirements of the NASD
and the 1940 Act, as such requirements may from time to time exist.
11. GT Global shall receive no compensation for its services as a
principal underwriter under this Contract.
12. The Trust agrees to use its best efforts to maintain its
registration as an open-end management investment company under the ▇▇▇▇ ▇▇▇.
13. The Trust agrees to use its best efforts to maintain an effective
prospectus relating to each Fund under the 1933 Act, and warrants that such
prospectus will contain all statements required by and will conform with the
requirements of the 1933 Act and the rules and regulations thereunder, and that
no part of any such prospectus, at the time the Registration Statement of which
it is a part is ordered effective, will contain any untrue statement of a
material fact or omit to state a material fact required to be stated therein, or
necessary to make the statements therein not misleading. GT Global agrees and
warrants that it will not in the sale of Advisor Class shares of the Funds use
any prospectus, advertising or sales literature not approved by the Trust or its
officers nor make any untrue statement of a material fact nor omit the stating
of a material fact necessary in order to make the statements made, in the light
of the circumstances under which they are made, not misleading. GT Global agrees
to indemnify and hold the Trust harmless from any and all loss, expense, damage
and liability resulting from a breach by GT Global of the agreements and
warranties in this paragraph, or from the use of any sales literature,
information, statistics or other aid or device employed in connection with the
sale of Advisor Class shares not approved by the Trust and its officers.
14. The expense of each printing of each Prospectus and each revision
thereof or addition thereto ("Printing Costs") deemed necessary by the Trust's
officers to meet the requirements of applicable laws shall be divided between
the Trust, GT Global and any other principal underwriter of the Advisor Class
shares of the Funds as set forth in this Paragraph 14. GT Global shall pay the
Printing Costs for each Prospectus of the Funds except that the Funds will be
responsible for the payment of the Printing Costs for each Prospectus provided
to existing shareholders of Advisor Class shares.
15. The Trust agrees to use its best efforts to qualify and maintain
the qualification of an appropriate number of the Advisor Class shares of each
Fund for sale under the securities laws of such states as GT Global and the
Trust may approve. Any such qualification may be withheld, terminated or
4
withdrawn by the Trust at any time in its discretion. The expense of
qualification and maintenance of qualification shall be borne by the Trust, but
GT Global shall furnish such information and other materials relating to its
affairs and activities as may be required by the Trust or its counsel in
connection with such qualification.
16. The Trust and GT Global acknowledge that each has the right to
reject any order for the purchase of Advisor Class shares for any reason. In
addition, the Trust may withhold Advisor Class shares from sale in any state or
country temporarily or permanently if, in the opinion of its counsel, such offer
or sale would be contrary to law or if the Board of Trustees or the President or
any Vice President of the Trust determines that such offer or sale is not in the
best interest of the Trust. The Trust will give prompt notice to GT Global of
any withholding and will indemnify it against any loss suffered by GT Global as
a result of such withholding by reason of non-delivery of Fund Advisor Class
shares after a good faith confirmation by GT Global of sales thereof prior to
receipt of notice of such withholding.
17. (a) With respect to any Fund, this Contract may be terminated at
any time, without payment of any penalty, by the Trust on thirty (30) days'
written notice to GT Global, or by GT Global on like notice to the Trust.
Termination of this Contract with respect to Advisor Class shares of one Fund
shall not affect its continued effectiveness with respect to Advisor Class
shares of any other Fund.
(b) This Contract may be terminated by either party upon five (5)
days' written notice to the other party in the event that the
Securities and Exchange Commission has issued an order or
obtained an injunction or other court order suspending
effectiveness of the Registration Statement covering the
Advisor Class shares of the Funds.
(c) This Contract may also be terminated by the Trust upon five
(5) days' written notice to GT Global, should the NASD expel
GT Global or suspend its membership in that organization.
(d) GT Global shall inform the Trust promptly of the institution
of any proceedings against it by the Securities and Exchange
Commission, the NASD or any state regulatory authority.
5
18. This Contract shall automatically terminate in the event of its
assignment. The term "assignment" shall have the meaning defined in the 1940
Act.
19. With respect to any Fund, upon sixty (60) days' written notice to
GT Global, the Trust may from time to time designate other principal
underwriters of Advisor Class shares with respect to areas other than the North
American continent, Hawaii, Puerto Rico and such countries as to which the Trust
may have expressly waived in writing its right to make such designation. In the
event of such designation, the right of GT Global under this Contract to sell
Advisor Class shares in the areas so designated shall terminate, but this
Contract shall remain otherwise in full effect until terminated in accordance
with the provisions of paragraphs 17 and 18 hereof.
20. No provision of this Contract shall protect or purport to protect
GT Global against any liability to the Trust or holders of Advisor Class shares
of the Funds for which GT Global would otherwise be liable by reason of willful
misfeasance, bad faith or negligence.
21. Unless sooner terminated in accordance with the provisions of
paragraphs 17 or 18 hereof, this Contract shall continue in effect with respect
to each Fund for periods of up to one year, but only so long as such continuance
is specifically approved at least annually (i) by vote of a majority of the
Trustees of the Trust who are not parties to this Contract or interested persons
of any such party as defined by the 1940 Act, cast in person at a meeting called
for the purpose of voting on such approval; and (ii) either the Board of
Trustees of the Trust or a vote of a majority of the outstanding voting
securities of the Advisor Class shares of the Trust as defined by the 1940 Act.
6
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed in duplicate original by their officers thereunder duly authorized
as of the day and year first written above.
Attest: GT GLOBAL SERIES TRUST
_________________________ By:________________________________
Attest: GT GLOBAL, INC.
_________________________ By:________________________________
7
