MANAGEMENT AGREEMENT
BETWEEN
GT GLOBAL SERIES TRUST
AND
CHANCELLOR LGT ASSET MANAGEMENT, INC.
Agreement made as of ________, 1997, between GT Global Series Trust, a
Massachusetts business trust ("Trust"), on behalf of GT Global New Dimension
Fund ("Fund"), and Chancellor LGT Asset Management, Inc.
("Chancellor LGT"), a California corporation.
WHEREAS the Trust is registered under the Investment Company Act of
1940, as amended ("1940 Act"), as an open-end management investment company; and
WHEREAS the Trust desires to retain Chancellor LGT as manager to
furnish certain management services to the Fund, and Chancellor LGT is willing
to furnish such services;
NOW THEREFORE, in consideration of the promises and the mutual
covenants herein contained, it is agreed between the parties hereto as follows:
1. APPOINTMENT. The Trust hereby appoints Chancellor LGT as manager of
the Fund for the period and on the terms set forth in this Agreement. Chancellor
LGT accepts such appointment and agrees to render the services herein set forth,
for the compensation herein referenced and provided.
2. DUTIES AS MANAGER. Chancellor LGT will manage the affairs of the
Fund subject to the supervision of the Trust's Board of Trustees ("Board") and
the following understandings:
(a) Chancellor LGT will be responsible for the daily
allocation and periodic rebalancing of the Fund's assets among the investment
companies in which the Fund invests ("Underlying Funds"). Such allocation and
rebalancing shall be made in accordance with the Trust's Registration Statement.
Chancellor LGT will be responsible for placing all trades on behalf of the Fund.
Chancellor LGT also will determine from time to time what other securities, if
any, will be purchased, retained or sold by the Fund and what cash, if any, will
be retained by the Fund.
(b) Chancellor LGT will oversee the maintenance of all books
and records with respect to the securities transactions of the Fund and will
furnish the Board with such periodic and special reports as the Board reasonably
may request. In compliance with the requirements of Rule 31a-3 under the 1940
Act, Chancellor LGT hereby agrees that all records which it maintains for the
Fund are the property of the Fund, agrees to preserve for the periods prescribed
by Rule 31a-2 under the 1940 Act any records which it maintains for the Fund and
which are required to be maintained by Rule 31a-1 under the 1940 Act, and
further agrees to surrender promptly to the Fund any records which it maintains
for the Fund upon request by the Fund.
(c) Chancellor LGT will supervise all aspects of the
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.
(d) At Chancellor LGT's expense, Chancellor LGT will provide
the Fund with such corporate, administrative and clerical personnel (including
officers of the Trust) and services as are reasonably deemed necessary or
advisable by the Board.
(e) Chancellor LGT will arrange for, but not pay for (except
as may be provided for under Section 6 of this Agreement) 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.
(f) Chancellor LGT will provide the Fund with, or obtain for
it, adequate office space and all necessary office equipment and services,
including telephone service, heat, utilities and similar items.
3. FURTHER DUTIES. In all matters relating to the performance of this
Agreement, Chancellor LGT will act in conformity with the Declaration of Trust,
By-laws and Registration Statement of the Trust and with the instructions and
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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 CHANCELLOR LGT'S DUTIES AS MANAGER. With respect to
the Fund, Chancellor LGT may enter into one or more Agreements ("Sub-Management
Agreement") with a sub-manager in which Chancellor LGT delegates to such
sub-manager the performance of any or all of the services specified in Paragraph
2 of this Agreement, provided that (i) each Sub-Management Agreement imposes on
the sub-manager bound thereby all the duties and conditions to which Chancellor
LGT is subject with respect to the delegated services under Paragraph 2 of this
Agreement; (ii) each Sub-Management Agreement meets all requirements of the 1940
Act and rules thereunder; and (iii) Chancellor LGT shall not enter into a
Sub-Management Agreement unless it is approved by the Board prior to
implementation.
5. SERVICES NOT EXCLUSIVE. The services furnished by Chancellor LGT
hereunder are not to be deemed exclusive and Chancellor LGT shall be free to
furnish similar services to others so long as its services under this Agreement
are not impaired thereby. Nothing in this Agreement shall limit or restrict the
right of any director, officer or employee of Chancellor LGT, who may also be a
trustee, officer or employee of the Trust, 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 Agreement, Chancellor LGT shall
bear all expenses of the Fund (other than expenses reimbursed pursuant to the
Fund's Rule 12b-1 Plans of distribution and non-recurring and extraordinary
expenses of the Fund) until such time as the Fund enters into a special
servicing or similar agreement among the Trust, Chancellor LGT, G.T. Investment
Funds, Inc. and GT Investor Services, Inc. ("Special Servicing Agreement"). Once
the Trust enters into the Special Servicing Agreement, all expenses of the Fund
(other than expenses reimbursed pursuant to the Fund's Rule 12b-1 plans of
distribution and non-recurring and extraordinary expenses) shall be paid for
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pursuant to that agreement. Without limiting the generality of the foregoing,
such expenses include 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) expenses of organizing the Trust; (iii)
filing fees and expenses relating to the registration and qualification of the
Fund's shares and the Trust under federal and/or state securities law and
maintaining such registrations and qualifications; (iv) fees and salaries
payable to the Trust's Trustees who are not parties to this Agreement or
interested persons of any such party ("Independent Trustees"); (v) all expenses
incurred in connection with the Independent Trustees' services, including travel
expenses; (vi) costs of any liability, uncollectible items of deposit and other
insurance and fidelity bonds; (vii) legal, accounting and auditing expenses,
including legal fees of special counsel for the Independent Trustees; (viii)
charges of custodians, transfer agents, pricing agents and other agents; (ix)
costs of preparing share certificates; (x) expenses of setting in type, printing
and mailing prospectuses and supplements thereto, statements of additional
information, reports and proxy materials for existing shareholders; (xi) fees,
voluntary assessments and other expenses incurred in connection with membership
in investment company organizations; (xii) costs of mailing and tabulating
proxies and costs of meetings of shareholders, the Board and any committees
thereof; (xiii) the cost of investment company literature and other publications
provided by the Fund to its Trustees and officers; and (xiv) costs of mailing,
stationery and communications equipment.
(c) During the term of this Agreement, the Fund shall bear any
non-recurring and extraordinary expenses incurred in its operations. Such
non-recurring and extraordinary expenses include: (i) the fees and costs of
actions, suits or proceedings, and any penalties, damages or payments in
settlement in connection therewith, for which the Trust and/or the Fund may be
liable directly, or which they may incur as a result of their legal obligation
to provide indemnification to their officers, trustees and agents; (ii) the fees
and costs of any governmental investigation and any fines or penalties in
connection therewith; (iii) and any federal, state or local tax, or related
interest, penalties or additions to tax for which the Trust or the Fund may be
liable.
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(d) The payment or assumption by Chancellor LGT of any expense
of the Fund prior to the effective date of the Special Servicing Agreement shall
not obligate Chancellor LGT to pay or assume the same or any similar expense of
the Fund after the effective date of the Special Servicing Agreement.
7. COMPENSATION. Chancellor LGT will not be paid any special
compensation for the services provided by it hereunder. However, Chancellor LGT
may receive fees for performing investment management and other services on
behalf of the Underlying Funds and may receive further fees from the Underlying
Funds pursuant to the Special Servicing Agreement.
8. LIMITATION OF LIABILITY OF CHANCELLOR LGT AND INDEMNIFICATION.
Chancellor LGT shall not be liable, and the Trust shall indemnify Chancellor LGT
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 Trust
in connection with the matters to which this Agreement relates, except a loss
resulting from willful misfeasance, bad faith or gross negligence on the part of
Chancellor LGT in the performance by Chancellor LGT of its duties or from
reckless disregard by Chancellor LGT of its obligations and duties under this
Agreement. Any person, even though also an officer, partner, employee, or agent
of Chancellor LGT, who may be or become a Trustee, officer, employee or agent of
the Trust, shall be deemed, when rendering services to the Trust 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 Chancellor LGT even though paid by it.
9. LIMITATION OF LIABILITY OF SHAREHOLDERS AND TRUSTEES OF THE TRUST.
It is expressly agreed that the obligations of the Trust hereunder shall not be
binding upon any of the shareholders, trustees, officers, nominees, agents or
employees of the Trust personally, but shall only bind the assets and property
of the Trust, as provided in the Trust's Declaration of Trust. The execution and
delivery of this Agreement has been authorized by the Board of Trustees of the
Trust, and this Agreement has been executed and delivered by an authorized
officer of the Trust acting as such, and neither such authorization by the Board
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of Trustees nor such execution and delivery by such officer shall be deemed to
have been made by any of them individually or to impose any liability on any of
them personally, but shall bind only the assets and property of the Trust as
provided in the Trust's Declaration of Trust.
10. DURATION AND TERMINATION.
(a) This Agreement shall become effective upon the date
written above, provided that this Agreement shall not take effect with respect
to the Fund unless it has first been approved (i) by a vote of a majority of the
Independent Trustees, cast in person at a meeting called for the purpose of
voting on such approval, and (ii) by vote of a majority of the Fund's
outstanding voting securities.
(b) Unless sooner terminated as provided herein, this
Agreement shall continue in effect for two years from the above written date.
Thereafter, if not terminated, with respect to the Fund, this Agreement 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 Trustees, 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 Agreement 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 Chancellor LGT,
or by Chancellor LGT at any time, without the payment of any penalty, on sixty
days' written notice to the Fund. This Agreement will automatically terminate in
the event of its assignment.
11. AMENDMENT. No provision of this Agreement may be changed, waived,
discharged or terminated orally, except 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 Agreement shall be effective
until approved by vote of a majority of the Fund's outstanding voting
securities.
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12. GOVERNING LAW. This Agreement shall be construed in accordance with
the laws of the State of California and the 1940 Act. To the extent that the
applicable laws of the State of California conflict with the applicable
provisions of the 1940 Act, the latter shall control.
13. MISCELLANEOUS. The captions in this Agreement 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 Agreement shall be held or made invalid by a court decision,
statute, rule or otherwise, the remainder of this Agreement shall not be
affected thereby. This Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors. As used in this
Agreement, 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 Agreement 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.
Attest: GT GLOBAL SERIES TRUST
____________________ By: ___________________________
Attest: CHANCELLOR LGT ASSET MANAGEMENT, INC.
____________________ By: ___________________________
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