FORM OF
ADMINISTRATION CONTRACT
BETWEEN
G.T. GLOBAL GROWTH SERIES AND G.T. CAPITAL MANAGEMENT, INC.
Contract made as of , 1995, between G.T. Global
Growth Series, a Massachusetts business trust (the "Company"), with respect
to G.T. Global America Small Cap Growth Fund, and G.T. Global America Value
Fund (individually a "Fund", collectively the "Funds"), each a series of the
Company, and G.T. Capital Management, Inc. ("G.T."), a California corporation.
WHEREAS the Company is registered under the Investment Company Act of
1940, as amended ("1940 Act"), as an open-end management investment company,
and intends to offer for public sale shares of the Funds; and
WHEREAS the Company hereafter may establish additional series of its
common stock to which this contract shall apply (any such additional series,
together with the Funds are collectively referred to herein as the "Funds");
and
WHEREAS G.T. provides investment management and administration services
to Growth Portfolio (the "Master Portfolio") pursuant to an Investment
Management and Administration Contract between G.T. and the Master Portfolio,
the Master Portfolio having established subtrusts in which the Funds invest
all of their investable assets; and
WHEREAS the Company desires to retain G.T. as administrator to furnish
certain administrative services to the Funds and to the Company with respect
to and the Funds, and G.T. 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 Company hereby appoints G.T. as administrator of
each Fund for the period and on the terms set forth in this Contract. G.T.
accepts such appointment and agrees to render the services herein set forth,
for the compensation herein provided.
2. DUTIES AS ADMINISTRATOR. G.T. will administer the affairs of each
Fund subject to the supervision of the Company's Board of Trustees (the
"Board") and the following understandings:
(a) G.T. will supervise all aspects of the non-investment
operations of each 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 Funds.
(b) At G.T.'s expense, G.T. will provide the Company and the Funds
with such corporate, administrative and clerical personnel (including
officers of the Company) and services as are reasonably deemed necessary or
advisable by the Board.
(c) G.T. will arrange but not pay for the periodic preparation,
updating, filing and dissemination (as applicable) of each Fund's prospectus,
statement of additional information, 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) G.T. will provide the Company and the Funds with, or obtain
for them, 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, G.T. will act in conformity with the Articles of Incorporation,
By-Laws and Registration Statement of the Company 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 G.T.'S DUTIES AS ADMINISTRATOR. With respect to one
or more of the Funds, G.T. may enter into one or more contracts
("Sub-Administration Contract") with a sub-administrator in which G.T.
delegates to such sub-administrator the performance of any or all of the
services specified in Paragraph 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 G.T. is subject with respect
to the delegated 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) G.T. 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 G.T. hereunder
are not to be deemed exclusive and G.T. shall be free to furnish similar
services to others so long as its services under this Agreement are not
impaired thereby. Nothing in this Contract shall limit or restrict the right
of any director, officer or employee of G.T., who may also be a Trustee,
officer or employee of the Company, 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 or a dissimilar nature.
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6. EXPENSES.
(a) During the term of this Agreement, each Fund will bear all
expenses, not specifically assumed by G.T., incurred in its operation and the
offering of its shares.
(b) Expenses borne by each Fund will include but not be limited to
the following: (i) fees payable to and expenses incurred on behalf of the
Fund by G.T. under this Contract; (ii) expenses of organizing the Fund; (iii)
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; (iv) fees and salaries payable to the
Company's Trustees who are not parties to this Contract or interested persons
of any such party ("Independent Trustees"); (v) all expenses incurred in
connection with the Independent Trustees' services, including travel
expenses; (vi) taxes (including any income or franchise taxes) and
governmental fees; (vii) costs of any liability, uncollectible items of
deposit and other insurance and fidelity bonds; (viii) any costs, expenses or
losses arising out of a liability of or claim for damages or other relief
asserted against the Company or the Fund for violation of any law; (ix)
legal, accounting and auditing expenses, including legal fees of special
counsel for the Independent Trustees; (x) charges of custodians, transfer
agents, pricing agents and other agents; (xi) costs of preparing share
certificates; (xii) with respect to existing shareholders, expenses of
setting in type, printing and mailing prospectuses and supplements thereto,
statements of additional information and supplements thereto, reports and
proxy materials; (xiii) any extraordinary expenses (including fees and
disbursements of counsel, costs of actions, suits or proceedings to which the
Company is a party and the expenses the Company may incur as a result of its
legal obligation to provide indemnification to its officers, Trustees,
employees and agents) incurred by the Company or the Fund; (xiv) fees,
voluntary assessments and other expenses incurred in connection with
membership in investment company organizations; (xv) costs of mailing and
tabulating proxies and costs of meetings of shareholders, the Board and any
committees thereof; (xvi) the cost of investment company literature and other
publications provided by the Company to its Trustees and officers; and (xvii)
costs of mailing, stationery and communications equipment.
(c) G.T. will assume the cost of any compensation for services
provided to the Funds received by the officers of the Company and by the
Trustees of the Company who are not Independent Trustees.
(d) The payment or assumption by G.T. of any expense of any Fund
that G.T. is not required by this Contract to pay or assume shall not
obligate G.T. to pay or assume the same or any similar expense of any Fund on
any subsequent occasion.
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7. COMPENSATION.
(a) For the services provided under this Contract, each Fund will
pay G.T. a fee, computed daily and paid monthly, at the annualized rate of
0.25% of such Fund's average daily net assets.
(b) For the services provided under this Contract, each Fund as
hereafter may be established and become subject to this Contract, will pay to
G.T. a fee in an amount to be agreed upon in a written fee agreement ("Fee
Agreement") executed by the Company on behalf of such Fund and by G.T. All
such Fee Agreements shall provide that they are subject to all terms and
conditions of this Contract.
(c) The fee shall be computed daily and paid monthly to G.T. on or
before the last business day of the next succeeding calendar month.
(d) G.T. agrees to reduce the fee payable to it under this
Contract by the amount by which the ordinary operating expenses of a Fund for
any fiscal year, excluding interest, taxes, distribution and extraordinary
expenses, together with the Fund's PRO RATA portion of the ordinary operating
expenses of any investment company in which the Fund invests (collectively,
"Fund Expenses"), shall exceed the most stringent limits prescribed by any
state in which a Fund's shares are offered for sale. Proper accruals shall be
made for a Fund for any projected reduction hereunder and corresponding
amounts shall be withheld from the fees paid by that Fund to G.T. Any
additional reduction computed as being necessary at the end of the fiscal
year shall be deducted from the fee for the last month of such fiscal year.
If the amount of the fee payable by a Fund to G.T. is less that the amount by
which the Fund Expenses exceeds an applicable expenses limitation, G.T. shall
reimburse the Fund in an amount sufficient to enable the Fund to meet such
limitation.
(e) 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 G.T. AND INDEMNIFICATION.
G.T. shall not be liable, and the Funds shall indemnify G.T. and its
directors, officers, employees, and agents for any costs or liabilities
arising from any error of judgment or mistake of law or any loss suffered by
the Funds or the Company 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 G.T. in the performance by G.T. of its
duties or from reckless disregard by G.T. of its obligations and duties under
this Contract. Any person, even though also an officer, partner, employee, or
agent of G.T., who may be or become a Director, officer, employee or agent of
the Company, shall be deemed, when rendering services to a Fund or the
Company or acting with respect to any business of a Fund or the Company, to
be rendering such service to or acting solely
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for the Fund or the Company and not as an officer, partner, employee, or
agent or one under the control or direction of G.T., even though paid by it.
9. DURATION AND TERMINATION.
(a) This Contract shall become effective upon the date hereabove
written, provided that this Agreement shall not take effect with respect to
any 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 specific
purpose of voting on such approval, and (ii) by vote of a majority of that
Fund's outstanding voting securities as defined in the 1940 Act.
(b) Unless sooner terminated as provided herein, this Contract
shall continue in effect for two years from the above written date or until
June 30, 1997, whichever is earlier. Thereafter, if not terminated, with
respect to each 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 specific purpose of voting on such approval, and (ii) by the Board or by
vote of a majority of the outstanding voting securities of that Fund.
(c) Notwithstanding the foregoing, with respect to any 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 a Fund on sixty days' written notice to G.T. or by G.T. at any
time, without the payment of any penalty, on sixty days' written notice to
the Company. Termination of this Contract with respect to one Fund shall not
effect the continued effectiveness of this Contract with respect to any other
Fund. This Contract will automatically terminate in the event of its
assignment (as defined in the 1940 Act.)
10. AMENDMENT OF THIS CONTRACT. 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
Agreement shall be effective until approved by vote of a majority of that
Fund's outstanding voting securities.
11. GOVERNING LAW. This Contract 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.
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
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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 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: G.T. GLOBAL GROWTH SERIES
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By: Xxxxx X. Xxxxx
Vice President
Attest: G.T. CAPITAL MANAGEMENT, INC.
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By: Xxxxx X. Xxxxx
President
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