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 between 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,
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
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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 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 be paid no 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
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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.
(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 Independent
Directors, cast in person at a meeting called for the purpose of voting on such
approval.
(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 (i) by a vote of a
majority of the Independent Directors, cast in person at a meeting called for
the purpose of voting on such approval, and (ii) by the Board or by vote of a
majority of the outstanding voting securities of the Fund.
(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, and no amendment of this Contract shall be effective
until approved by vote of a majority of the Fund's outstanding voting
securities, when required by the 1940 Act.
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 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.
GT GLOBAL FLOATING RATE FUND, INC.
By:
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Attest:
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A I M ADVISORS, INC.
By:
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Attest:
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INVESCO (NY), INC.
By:
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Attest:
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