EXHIBIT (g)(4)
ADMINISTRATION CONTRACT
BETWEEN
GT GLOBAL FLOATING RATE FUND, INC.
AND
A I M ADVISORS, INC.
Contract made as of May 29, 1998, between GT Global Floating Rate Fund,
Inc., a Maryland corporation, d/b/a AIM Floating Rate Fund ("Fund"), and A I M
Advisors, Inc., a Delaware corporation ("AIM").
WHEREAS the Fund is registered under the Investment Company Act of 1940, as
amended ("1940 Act"), as a closed-end management investment company, and intends
to offer for public sale shares of its Common Stock; and
WHEREAS the Fund desires to retain AIM as administrator to furnish certain
administrative services to the Fund, and AIM 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. The Fund hereby appoints AIM as administrator of the Fund
for the period and on the terms set forth in this Contract. AIM accepts such
appointment and agrees to render the services herein set forth, for the
compensation herein provided.
2. DUTIES AS ADMINISTRATOR. AIM will administer the affairs of the Fund
subject to the supervision of the Fund's Board of Directors ("Board") and the
following understandings:
(a) AIM 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 AIM's expense, AIM 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) AIM 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) AIM 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, AIM 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. DELEGATION OF AIM'S DUTIES AS ADMINISTRATOR. With respect to the Fund,
AIM may enter into one or more contracts ("Sub-Administration Contract") with a
sub-administrator in which AIM delegates to such sub-administrator the
performance of any or all of the services specified in Paragraphs 2 and 3 of
this Contract, provided that (i) each Sub-Administration Contract imposes on the
sub-administrator bound thereby all the duties and conditions to which AIM is
subject with respect to the delegated
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services under Paragraphs 2 and 3 of this Contract; (ii) each Sub-Administration
Contract meets all requirements of the 1940 Act and rules thereunder; and (iii)
AIM shall not enter into a Sub-Administration Contract unless it is approved by
the Board of Directors of the Fund prior to implementation.
5. SERVICES NOT EXCLUSIVE. The services furnished by AIM hereunder are not
to be deemed exclusive and AIM 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 AIM, 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.
6. EXPENSES.
(a) During the term of this Contract, the Fund will bear all expenses
incurred in its operations which are not specifically assumed by AIM.
(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 AIM 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) AIM 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 AIM of any expense of the Fund that AIM is
not required by this Contract to pay or assume shall not obligate AIM to pay or
assume the same or any similar expense of the Fund on any subsequent occasion.
7. COMPENSATION.
(a) For the services provided under this Contract, the Fund will pay AIM an
annual fee, payable monthly, at the annualized rate of 0.25% of the Fund's
average daily net assets.
(b) The fee shall be computed weekly and paid monthly to AIM on or before
the last business day of the next succeeding calendar month.
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(c) If this Contract becomes effective or terminates before the end of any
month, the fee for the period from the effective date to the end of the month or
from the beginning of such month to the date of termination, as the case may be,
shall be prorated according to the proportion which such period bears to the
full month in which such effectiveness or termination occurs.
8. LIMITATION OF LIABILITY OF AIM AND INDEMNIFICATION. AIM shall not be
liable, and the Fund shall indemnify AIM 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 AIM in the performance by AIM of
its duties or from reckless disregard by AIM of its obligations and duties under
this Contract. Any person, even though also an officer, partner, employee, or
agent of AIM, 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 AIM even though paid by it.
9. 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, with respect to the Fund 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 or by AIM 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.
10. 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.
11. 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.
12. 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
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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.
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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Name:
Title:
Attest:
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Name:
Title:
A I M ADVISORS, INC.
By:
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Attest:
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