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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.
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(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 (each a "Sub-Administration
Contract") with a sub-administrator pursuant to 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 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 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;
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(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.
(c) If this Contract becomes effective or terminates before
the end of any
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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 Company's
Directors.
(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 by the Company's Board.
(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.
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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 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
Attest: FUND, INC.
/s/ XXXXXXX X. SILVER By: /s/ XXXXX X. XXX
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Xxxxxxx X. Silver Xxxxx X. Xxx
Assistant Secretary Vice President and Secretary
Attest: A I M ADVISORS, INC.
/s/ XXXXXXXX X. XXXXXXXX By: /s/ XXXXX X. XXXXXXX
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Name: Xxxxxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxx
Title: Assistant Secretary Title: Senior Vice President
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