ADVISOR CLASS
ADMINISTRATION AGREEMENT
AGREEMENT made as of the ____ day of _______________, 199__ between GT
Global, Inc. ("Distributor"), Chancellor LGT Asset Management, Inc. ("Adviser"),
GT Global Investor Services, Inc. ("Transfer Agent") and
__________________________________ ("Administrator").
WHEREAS, each of the investment companies listed on Schedule A hereto,
as such Schedule may be amended from time to time, (each such investment company
being herein referred to individually as the "Fund" and collectively as the
"Funds") are registered with the Securities and Exchange Commission ("SEC")
under the Investment Company Act of 1940, as amended ("1940 Act"), as an
open-end investment company; and
WHEREAS, Advisor Class shares may be offered to (1) any account with
assets of at least $10,000 if (a) a financial planner, trust company, bank trust
department or registered investment adviser has investment discretion over such
account, and (b) the account holder pays such person as compensation for its
advice and other services an annual fee of at least .50% on the assets in the
account ("Advisory Account"); (2) any account with assets of at least $10,000 if
(i) such account is established under a "wrap fee" program, and (ii) the account
holder pays the sponsor of such program an annual fee of at least .50% on the
assets in the account ("Wrap Fee Account"); and (3) trustees or other
fiduciaries purchasing shares for employee benefit plans which are sponsored by
organizations which have at least 1,000 employees ("Benefit Plan Accounts"); and
WHEREAS, Distributor, Adviser and Transfer Agent (singly and
collectively, "GT Global") desire to retain the Administrator to furnish certain
administrative support services in connection with Advisor Class shares of the
Funds;
NOW THEREFORE, in consideration of the foregoing and the mutual
premises and covenants herein contained, GT Global and the Administrator
mutually agree as follows:
1. APPOINTMENT. GT Global hereby appoints the Administrator to render
or cause to be rendered the administrative support services set forth in
paragraph 2 with respect to its customers and clients ("Investors") that invest
in Advisor Class shares of the Funds. The Administrator's appointment hereunder
is non-exclusive, and the parties recognize and agree that, from time to time,
GT Global may enter into other administrative services agreements with other
entities.
2. SERVICES TO BE PERFORMED. The services to be provided under
paragraph 1 may include, but are not limited to, the following:
(a) performance of shareholder recordkeeping and subaccounting;
(b) processing purchase and redemption transactions, including
disbursing or crediting to Investors all proceeds of redemptions of Advisor
Class shares of the Funds and all dividends and other distributions not
reinvested in shares of the Funds;
(c) electronically transferring and receiving funds for Fund share
purchases and redemptions, and confirming and reconciling all such transactions;
(d) reviewing the activity in Fund accounts;
(e) assisting shareholders in designating and changing dividend
options, account designations and addresses;
(f) maintaining and distributing current copies of the Funds'
prospectuses and semi-annual and annual reports;
(g) communicating, as to shares of each Fund, mergers, splits and other
reorganization activities;
(h) mailing statements to customers on a monthly basis showing, among
other things, the number of shares of each Fund owned by such customer and the
net asset value of such Fund as of a recent date;
(i) transmitting proxy statements on behalf of the Funds and receiving,
tabulating and transmitting to the Funds proxies executed by shareholders with
respect to meetings of shareholders of the Funds;
(j) advertising the availability of the Administrator's services and
products;
(k) providing assistance and review in designing materials to be sent
to Investors and potential Investors and developing methods of making such
materials accessible to Investors and potential investors;
(l) responding to Investors and potential Investors' questions about
the Funds;
(m) utilizing all reasonable efforts to ensure that taxpayer
identification numbers provided by Investors are correct;
(n) providing to Distributor, or the Funds, or any of the agents
designated by any of them, such periodic reports as Distributor shall reasonably
conclude is necessary to enable the Funds and Distributor to comply with State
Blue Sky requirements; and
(o) preparing and filing with the appropriate governmental agencies,
such information, returns and reports as are required to be so filed for
reporting (i) dividends and other distributions made, (ii) amounts withheld on
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dividends and other distributions and payments under applicable federal and
state laws, rules and regulations, and (iii) gross proceeds of sales
transactions as required.
The services listed above are illustrative. The Administrator is not required to
perform each service and may at any time perform either more or fewer services
than described above.
3. EXPENSES. During the term of this Agreement, the Administrator will
pay all expenses incurred by it in connection with its services under this
Agreement.
4. COMPENSATION. For the services provided and the expenses assumed by
the Administrator, GT Global will pay the Administrator compensation as set
forth in Schedule B attached hereto. GT Global's fee schedule for the
Administrator may be changed by GT Global sending a new fee schedule to the
Administrator pursuant to paragraph 12 of this Agreement. For the payment period
in which this Agreement becomes effective or terminates, there shall be an
appropriate proration of the fee on the basis of the number of days that this
Agreement is in effect during the period.
5. ADMINISTRATOR'S REPRESENTATIONS AND WARRANTIES.
(a) Administrator represents and warrants that it shall make
Advisor Class shares available, and shall provide services under this Agreement,
only to Wrap Fee Accounts, Advisory Fee Accounts or Benefit Plan Accounts;
(b) If Administrator makes available Advisor Class shares to
Advisory Fee Accounts, Administrator represents and warrants that (i) it is a
financial planner, trust company, bank trust department or registered investment
adviser, and (ii) each Investor investing in Advisor Class shares through an
Advisory Account made available by the Administrator shall invest at least
$10,000 through such Advisory Account;
(c) If Administrator makes available Advisor Class shares to
Wrap Fee Accounts, Administrator represents and warrants that (i) it is the
sponsor of such Wrap Fee Accounts, and (ii) each Investor investing in Advisor
Class shares through a Wrap Fee Account made available by the Administrator
shall invest at least $10,000 through such Wrap Fee Account; and
(d) If Administrator makes available Advisor Class shares to
Benefit Plan Accounts, Administrator represents and warrants that each employee
benefit plan for which a trustee or other fiduciary is purchasing shares is
sponsored by an organization which has at least 1,000 employees.
(e) Administrator represents and warrants that (i) it is duly
organized and validly existing in good standing under the laws of the
jurisdiction in which it is organized, (ii) it has all requisite authority under
applicable federal and state laws, and rules and regulations of any securities
exchange or regulatory authority to which it is subject, to enter into this
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Agreement and to perform the services to be provided hereunder, and (iii) if it
is a broker-dealer, that it is a member firm in good standing of the National
Association of Securities Dealers, Inc. and a broker-dealer registered with the
Securities and Exchange Commission under the Securities Exchange Act of 1934, as
amended.
(f) Administrator represents and warrants that it has
disclosed to GT Global every potentially material action, suit, investigation,
inquiry, or proceeding (formal or informal) pending or threatened against or
affecting the Administrator, by or before any court or other tribunal, any
arbitrator, any governmental authority, or any self-regulatory organization to
whose authority it is subject. Administrator shall notify GT Global promptly,
but in any event within three business days, of the initiation of any such
action, suit, investigation, inquiry, or proceeding that potentially would have
a material impact on the Administrator.
(g) Administrator represents and warrants that (i) neither the
payment of compensation to the Administrator (as provided for in Section 4
hereof) nor the Administrator's receipt of any such compensation shall violate
the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), any
regulation promulgated thereunder, or any other applicable federal or state
laws, or rules and regulations of any securities exchange or regulatory
authority, and (ii) it will make such disclosure to Investors or others
regarding this Agreement and the matters contemplated hereunder (including,
without limitation, the compensation provided for in Section 4) as may be
required by ERISA, any regulation promulgated thereunder, or any other
applicable federal or state laws, or rules and regulations of any securities
exchange or regulatory authority.
6. INVESTING IN THE FUNDS.
(a) Orders received from the Administrator for shares of the
Funds will be accepted by Distributor through Transfer Agent only at the public
offering price applicable to each order, as set forth in the prospectus and
statement of additional information of the Funds. The procedure relating to the
handling of orders shall be in accordance with oral or written instructions that
Distributor or the Funds shall forward to the Administrator from time to time.
Payment for shares ordered from Distributor must be received together with the
Administrator's order. All orders are subject to acceptance or rejection by
Distributor or the Funds in the sole discretion of either, or by Transfer Agent
acting on Distributor's and the Funds' behalf, and orders shall be effective
only upon receipt by Transfer Agent in proper form. Distributor reserves the
right in its discretion and without notice to the Administrator to suspend sales
or withdraw the offering of Advisor Class shares of the Funds.
(b) The Administrator agrees that it will not make shares
available to Investors except under circumstances that will result in compliance
with the applicable federal and state securities laws and that in connection
with sales and offers to sell such shares, the Administrator will furnish to
each Investor to whom any such sale or offer is made, at or prior to the time of
offering or sale, a copy of the prospectuses of the appropriate Funds and, if
requested, the statement of additional information (as then amended or
supplemented) of the Funds, and will not furnish to any Investor (or any other
person) any information relating to the Funds that is inconsistent in any
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respect with the information contained in the prospectuses and statements of
additional information (as then amended or supplemented) or cause any written
materials to be used in connection with sales of such shares or any
advertisement to be published in any newspaper, broadcast by television, radio
or other means or posted in any public place without the prior written consent
of Distributor.
(c) The Administrator will make shares of the Funds available
to its Investors as set forth on Schedule C attached hereto. The Administrator
agrees to provide GT Global and the Funds such information as they may
reasonably request concerning the location by state of such shares sold.
(d) Distributor agrees to keep the Administrator fully
informed regarding the states in which shares of the Funds are registered and
qualified for sale, but Distributor assumes no responsibility or obligation as
to the Administrator's right to make available such shares in any state or
jurisdiction. The Administrator agrees to indemnify Distributor, Adviser,
Transfer Agent and the Funds for any and all claims, liability, expense or loss
in any way arising out of a sale of shares in any state or jurisdiction in which
such shares are not so qualified or exempt.
(e) In the event that Administrator holds more than five
percent of the outstanding Fund shares, the Administrator agrees to confirm its
status as shareholder of record and to confirm whether any Investor beneficially
owns more than five percent of the outstanding Fund shares.
(f) Administrator agrees to provide to GT Global such
information concerning Investors, including information relating to Investors'
eligibility to be invested in Advisor Class shares, as GT Global may request.
(g) In the event that the amount invested by an Investor
through an Advisory Fee Account or Wrap Fee Account is reduced to less than
$10,000 through redemptions or other action by the Investor, the Administrator
agrees to notify the Distributor and to provide Distributor with such
information as Distributor may request with respect to such Investor.
7. INDEMNIFICATION. The Administrator agrees to indemnify and hold
harmless Distributor, Adviser, Transfer Agent and the Funds from any claims,
expenses, liabilities or loss incurred by Distributor, Adviser, Transfer Agent
or the Funds as a result of any act or omission of the Administrator.
8. RELATIONSHIP OF THE PARTIES.
(a) Nothing in this Agreement shall be deemed or construed to
make the Administrator an employee, agent, representative or partner of the
Adviser, Transfer Agent, Distributor or the Funds. The Administrator and its
officers, employees, representatives and agents are not authorized to act for or
make any representations on behalf of the Adviser, Transfer Agent, Distributor
or the Funds.
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(b) The Administrator and its officers, employees,
representatives and agents are not authorized to make any representations
concerning the Funds or the shares of the Funds except accurate communication of
factual information contained in the then current prospectuses and statements of
additional information of the Funds and in such printed information subsequently
issued by the Distributor or the Funds as information supplemental to the
prospectuses and statements of additional information.
(c) Without GT Global's prior written consent, the
Administrator shall not cause or permit the use, description, or reference to
the Adviser, Transfer Agent or Distributor or to the relationship contemplated
by this Agreement in any advertisement or promotional materials or activities.
(d) Investors will remain customers or clients of
Administrator, and Administrator will be responsible for obtaining all essential
facts relating to each Investor, and investments by such Investor. Administrator
will supervise its employees, registered representatives and agents who provide
services with respect to any Investor, and investments in Advisor Class shares.
As used herein, the term "supervise" includes, without limitation, determination
of the suitability of a transaction, investment strategy, or pattern of trading
activity for the particular Investor involved, determination of the authenticity
of all orders, certificates, papers, signatures and endorsements.
9. DURATION OF AGREEMENT. This Agreement shall continue in effect for
one year from the date of its execution and thereafter for successive periods of
one year unless terminated in accordance with paragraph 10.
10. TERMINATION. Notwithstanding paragraph 9, this Agreement may be
terminated as follows:
(a) at any time, without the payment of any penalty, by the
vote of a majority of the Trustees of the Funds or by a vote of a majority of
the outstanding voting securities of the Fund as defined in the 1940 Act on not
less than thirty (30) days' written notice to the parties to this Agreement;
(b) automatically in the event of the termination of the
Distribution Agreement between the Funds and Distributor;
(c) automatically in the event of the termination of the
Investment Adviser Agreement between the Funds and Adviser;
(d) immediately by GT Global, in the event of the assignment
by the Administrator of this Agreement as defined in the 1940 Act;
(e) immediately by GT Global, in the event that the
Administrator is enjoined, disabled, suspended, prohibited or unable to perform
its services under this Agreement as a result of an administrative or judicial
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proceeding or action by any federal or state regulatory body or any
self-regulatory organization; or
(f) by any party to the Agreement without cause by giving the
other parties at least sixty (60) days' written notice of its intention to
terminate.
11. NOTICES. Any notice under this Agreement shall be in writing and
shall be addressed and delivered, or mailed, postage prepaid to the other
party's principal place of business, or to such other place as shall have been
previously specified by written notice given to the other party.
12. AMENDMENTS. This Agreement may be amended by GT Global from time to
time by the following procedure. GT Global will mail a copy of the amendment to
the Administrator's address, as shown below. If the Administrator does not
object to the amendment within thirty (30) days after its receipt, the amendment
will become part of the Agreement. The Administrator's objection must be in
writing and be received by GT Global within such thirty days.
13. MISCELLANEOUS. This Agreement constitutes the entire agreement
between the parties and no conditions or warranties shall be implied herefrom
unless expressly set forth herein. This Agreement and all the rights and
obligations of the parties hereunder shall be governed by and construed under
the laws of the State of California. To the extent that the applicable laws of
the State of California conflict with the applicable provisions of the federal
securities laws, the latter shall control. The captions in this Agreement are
included for convenience of reference only and in no way define or limit any of
the provisions hereof or otherwise affect their construction or affect.
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their officers designated below.
_______________________________________
Administrator Name
(Please Print or Type)
_______________________________________
Address
_______________________________________
City State Zip Code
Date _______________________ By:____________________________________
Authorized Signature
____________________________________
Title
____________________________________
Please Print or Type Name
GT GLOBAL, INC.
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Date __________________ By: ______________________________
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Senior Vice President
National Sales Manager
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CHANCELLOR LGT ASSET MANAGEMENT, INC.
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Date ________________________ By: ___________________________________
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Assistant General Counsel
GT GLOBAL INVESTOR SERVICES, INC.
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Date _______________________ By: ___________________________________
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Assistant General Counsel
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SCHEDULE A
GT INVESTMENT FUNDS, INC.
GT Global Consumer Products and Services Fund
GT Global Financial Services Fund
GT Global Health Care Fund
GT Global Infrastructure Fund
GT Global Natural Resources Fund
GT Global Telecommunications Fund
GT Global Emerging Markets Fund
GT Global Latin America Growth Fund
GT Global Growth & Income Fund
GT Global Government Income Fund
GT Global High Income Fund
GT Global Strategic Income Fund
GT GLOBAL GROWTH SERIES
GT Global America Mid Cap Growth Fund
GT Global America Small Cap Growth Fund
GT Global America Value Fund
GT Global Europe Growth Fund
GT Global International Growth Fund
GT Global Japan Growth Fund
GT Global New Pacific Growth Fund
GT Global Worldwide Growth Fund
GT INVESTMENT PORTFOLIOS, INC.
GT Global Dollar Fund
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SCHEDULE B
For the shareholder administrative services described in Paragraph 2 of the
Advisor Class Administration Agreement between the Administrator and GT Global,
GT Global will pay a fee computed monthly at the annualized rate of ____________
based on the value of the average monthly assets attributed to the
Administrator's clients and paid to the Administrator after the end of each
quarter. For the month and year in which this Schedule B becomes effective or
the Agreement terminates, there shall be an appropriate proration on the basis
of the number of days that the Agreement is in effect.
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SCHEDULE C
SELECT ONE:
____ The Administrator will make shares of the Funds available to its customers
on a fully disclosed basis, wherein Distributor will confirm purchases and
redemptions directly to Investors as recordholders of the shares and the Funds
will have GT Global Investor Services, Inc. maintain records for each such
customer. The Administrator will assist Distributor in obtaining all necessary
shareholder information.]
OR
____ The Administrator will make shares of the Funds available to its customers
on an "omnibus" basis, wherein the Administrator will be the recordholder of
such shares and will be responsible for subaccounting and the confirmation of
purchases and redemptions by its customers. The Funds, at the request of
regulatory authorities having jurisdiction over it, may request, and in such
event, the Administrator agrees to furnish to the Funds, a list of all Fund
shareholders accounts, maintained by the Administrator, showing each account
name, address and shareholding.
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