FUND ACCOUNTING AND PRICING AGENT AGREEMENT
This Fund Accounting and Pricing Agent Agreement (the "Agreement") is
made as of __________, 1997, by and among GT Global Floating Rate Fund, Inc.
(the "Fund"), Floating Rate Portfolio (the "Portfolio"), and Chancellor LGT
Asset Management, Inc. ("Chancellor LGT").
WHEREAS, each of the Fund and the Portfolio is registered under the
Investment Company Act of 1940, as amended (the "1940 Act"), as a closed-end
management investment company;
WHEREAS, the Fund and the Portfolio are part of a complex of investment
companies that are managed and/or administered by Chancellor LGT (the "GT Global
Group of Funds");
WHEREAS, the Fund and the Portfolio desire to retain Chancellor LGT to
act as their accounting and pricing agent, and Chancellor LGT is willing to act
in such capacities.
NOW, THEREFORE, in consideration of the foregoing and the terms and
conditions hereinafter set forth, the Fund, the Portfolio and Chancellor LGT
hereby agree as follows:
SECTION 1. APPOINTMENT. The Fund and the Portfolio hereby
appoint Chancellor LGT to act as the accounting and pricing agent for the period
and on the terms and conditions set forth in this Agreement. Chancellor LGT
hereby accepts such appointment and agrees to render the services set forth for
the compensation herein provided.
SECTION 2. DEFINITIONS. As used in this Agreement and in
addition to the terms defined elsewhere herein, the following terms shall have
the meanings assigned to them in this Section:
(a) "Authorized Person" means any officer of the Fund
or the Portfolio and any other person, whether or not any such person
is an officer or employee of the Fund or the Portfolio, duly authorized
by the Board of Directors or Trustees, the President or any Vice
President of the Fund or the Portfolio to give Oral and/or Written
Instructions on behalf of the Fund or the Portfolio.
(b) "Commission" means the Securities and Exchange
Commission.
(c) "Custodian" means the custodian or custodians
employed by the Fund and the Portfolio to maintain custody of the
Fund's and the Portfolio's assets.
(d) "Governing Documents" means the Articles of
Incorporation, Declaration of Trust, By-Laws and other applicable
charter documents of the Fund and the Portfolio, all as they may be
amended from time to time.
(e) "Oral Instruction" means oral instructions
actually received by Chancellor LGT from an Authorized Person or from a
person reasonably believed by Chancellor LGT to be an Authorized
Person, provided that, any Oral Instruction shall be promptly confirmed
by Written Instructions.
(f) "Prospectus" means the current prospectus of
the Fund.
(g) "Shares" means shares of beneficial interest
of the Fund and of the Portfolio.
(h) "Shareholder" means any owner of Shares.
(i) "Written Instructions" means written instructions
delivered by hand, mail, tested telegram or telex, cable or facsimile
sending device received by Chancellor LGT and signed by an Authorized
Person.
SECTION 3. COMPLIANCE WITH LAWS, ETC. In performing its
responsibilities hereunder, Chancellor LGT shall comply with all terms and
provisions of the Governing Documents, the Prospectus and all applicable state
and federal laws including, without limitation, the 1940 Act and the rules and
regulations promulgated by the Commission thereunder.
SECTION 4. SERVICES. In consideration of the compensation
payable hereunder and subject to the supervision and control of the Fund's and
the Portfolio's Boards, Chancellor LGT shall provide the following services to
the Fund and the Portfolio:
(a) PRICING AGENT. As pricing agent, Chancellor LGT
shall:
(1) Obtain security market quotes from services
approved by the investment manager of the Portfolio or, if
such quotes are unavailable, then obtain such prices from the
investment manager of the Portfolio or from such sources as
the investment manager may direct, and, in either case,
calculate the market value of the Portfolio's investments; and
(2) Value the assets of the Portfolio and compute the
net asset value per Share of the Portfolio at such dates and
times and in the manner specified in the then
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currently effective Prospectus and transmit to the Portfolio's
investment manager.
(b) ACCOUNTING AGENT. As fund accounting agent,
Chancellor LGT shall:
(1) Calculate the net income of the Fund;
(2) Calculate capital gains or losses for the
Fund from the sale or disposition of assets, if any;
(3) Maintain the general ledger and other accounts,
books and financial records of the Fund and the Portfolio, as
required under Section 31(a) of the 1940 Act and the rules
promulgated by the Commission thereunder in connection with
the services provided by Chancellor LGT;
(4) Perform the following functions on a daily
basis:
(A) journalize the Fund's and the
Portfolio's investment, capital share and
income and expense activities;
(B) reconcile cash and investment balances
of the Fund and the Portfolio with the Custodian and
provide the Portfolio's investment manager with the
beginning cash balance available for investment
purposes and update the cash availability throughout
the day as required by the investment manager;
(C) verify investment buy/sell trade tickets
received from the Fund's investment manager and
transmit trades to the Fund's Custodian for proper
settlement;
(D) maintain individual ledgers for
investment securities;
(E) maintain historical tax lots for
investment securities;
(F) calculate various contractual expenses
(e.g., advisory and custody fees);
(G) post to and prepare the Fund's and the
Portfolio's statement of assets and liabilities and
statement of operations; and
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(H) monitor expense accruals and notify an
Authorized Person of any proposed adjustments;
(5) Receive and act upon notices, Oral and Written
Instructions, certificates, instruments or other
communications from the Fund's and the Portfolio's shareholder
servicing and transfer agent;
(6) Assist in the preparation of financial
statements semiannually which will include the
following items:
(A) schedule of investments;
(B) statement of assets and liabilities;
(C) statement of operations;
(D) changes in net assets;
(E) cash statement; and
(F) schedule of capital gains and losses;
(7) Prepare monthly security transaction
listings;
(8) Prepare quarterly broker security
transactions summaries; and
(9) At the reasonable request of the Fund or the
Portfolio, assist in the preparation of various reports or
other financial documents required by federal, state and other
appropriate laws and regulations.
SECTION 5. COMPENSATION. As compensation for the services
rendered by Chancellor LGT hereunder during the term of the Agreement, the Fund
and the Portfolio shall pay to Chancellor LGT monthly such fees as shall be
agreed to from time to time by the Fund, the Portfolio and Chancellor LGT, in
writing and attached hereto as Schedule A. In addition, as may be agreed to from
time to time in writing by the Fund, the Portfolio and Chancellor LGT, the Fund
and the Portfolio shall reimburse Chancellor LGT for certain expenses that it
incurs in rendering services under this Agreement.
SECTION 6. RELIANCE BY CHANCELLOR LGT ON INSTRUCTIONS. Unless
otherwise provided in this Agreement, Chancellor LGT shall act only upon Oral or
Written Instructions. Chancellor LGT shall be entitled to rely upon any such
Instructions actually received by it under this Agreement. The Fund and the
Portfolio agree that Chancellor LGT shall incur no liability to the Fund or the
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Portfolio in acting upon Oral or Written Instructions given to Chancellor LGT
hereunder, provided that, such Instructions reasonably appear to have been
received from an Authorized Person.
SECTION 7. COOPERATION WITH AGENTS OF THE FUND AND THE
PORTFOLIO. Chancellor LGT shall cooperate with the Fund's and the Portfolio's
agents and employees, including, without limitation, their independent
accountants, and shall take all reasonable action in the performance of its
obligations under this Agreement to assure that all necessary information is
made available to such agents to the extent necessary in the performance of
their duties to the Fund and the Portfolio.
SECTION 8. CONFIDENTIALITY. Chancellor LGT, on behalf of
itself and its employees, agrees to treat confidentially all records and other
information relating to the Fund and the Portfolio except when requested to
divulge such information by duly constituted authorities provided that
notification and prior approval is obtained from the Fund or the Portfolio,
which approval shall not be unreasonably withheld and may not be withheld if
Chancellor LGT, in its judgment, may be subject to civil or criminal contempt
proceedings for failure to comply.
SECTION 9. STANDARD OF CARE. In the performance of its
responsibilities hereunder, Chancellor LGT shall exercise care and diligence in
the performance of its duties and act in good faith and use its best efforts to
ensure the accuracy and completeness of all services under this Agreement. In
performing services hereunder, Chancellor LGT:
(a) shall be under no duty to take any action on
behalf of the Fund or the Portfolio except as specifically set forth
herein or as may be specifically agreed to by Chancellor LGT in
writing, and in computing the net asset value per Share of the Fund or
the Portfolio, Chancellor LGT may rely upon any information furnished
to it including, without limitation, information (1) as to the accrual
of liabilities of the Fund or the Portfolio and as to liabilities of
the Fund or the Portfolio not appearing on the books of account kept by
Chancellor LGT, (2) as to the existence, status and proper treatment of
reserves, if any, authorized by the Fund or the Portfolio, (3) as to
the sources of quotations to be used in computing net asset value, (4)
as to the fair value to be assigned to any securities or other property
for which price quotations are not readily available and (5) as to the
sources of information with respect to "corporate actions" affecting
portfolio securities of the Portfolio (information as to "corporate
actions" shall include information as to dividends, distributions,
interest payments, prepayments, stock splits, stock dividends, rights
offerings,
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conversions, exchanges, recapitalizations, mergers, redemptions, calls,
maturity dates and similar actions, including ex-dividend and record
dates and the amounts and terms thereof);
(b) shall be responsible and liable for all losses,
damages and costs (including reasonable attorneys' fees) incurred by
the Fund or the Portfolio which is due to or caused by Chancellor LGT's
negligence in the performance of its duties under this Agreement or for
Chancellor LGT's negligent failure to perform such duties as are
specifically assumed by Chancellor LGT in this Agreement, provided
that, to the extend that duties, obligations and responsibilities are
not expressly set forth in this Agreement, Chancellor LGT shall not be
liable for any act or omission that does not constitute willful
misfeasance, bad faith or negligence on the part of Chancellor LGT or
reckless disregard by Chancellor LGT of such duties, obligations and
responsibilities; and
(c) without limiting the generality of the foregoing,
Chancellor LGT shall not, in connection with Chancellor LGT's
duties under this Agreement, be under any duty or obligation
to inquire into and shall not be liable for or in respect of:
(1) the validity or invalidity or authority
or lack of authority of any Oral or Written
Instruction, notice or other instrument which
conforms to the applicable requirements of this
Agreement, if any and that Chancellor LGT reasonably
believes to be genuine; and
(2) delays or errors or loss of data
occurring by reason of circumstances beyond
Chancellor LGT's control including, without
limitation, acts of civil or military authorities,
national emergencies, labor difficulties, fire,
mechanical breakdown, denial of access, earthquake,
flood or catastrophe, acts of God, insurrection, war,
riots, or failure of the mails, transportation,
communication or power supply.
Notwithstanding any other provisions of this Agreement, the following provisions
shall apply with respect to Chancellor LGT's computation of the Fund's and the
Portfolio's net asset value: Chancellor LGT shall be held to the exercise of
reasonable care in computing and determining net asset value as provided in
Section 4(a), above, but shall not be held accountable or liable for any losses,
damages or expenses of the Fund, the Portfolio or any Shareholder or former
Shareholder may incur arising from or based upon errors or delays in the
determination of such net
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asset value unless such error or delay was due to Chancellor LGT's negligence or
willful misfeasance in the computation and determination of such net asset
value. The parties hereto acknowledge, however, that Chancellor LGT causing an
error or delay in the determination of net asset value may, but does not in an
of itself, constitute negligence or willful misfeasance. In no event shall
Chancellor LGT be liable or responsible to the Fund or the Portfolio or any
other party for any error or delay which continued or was undetected after the
date of an audit of the Fund or the Portfolio performed by the certified public
accountants employed by the Fund or the Portfolio if, in the exercise of
reasonable care in accordance with generally accepted accounting principles,
such accountants should have become aware of such error or delay in the course
of performing such audit. Chancellor LGT's liability for any such negligence or
willful misfeasance which results in an error in determination of such net asset
value be limited to the direct out-of-pocket loss the Fund, the Portfolio and/or
any Shareholder or former Shareholder shall actually incur.
Without limiting the generality of the foregoing, Chancellor
LGT shall not be held accountable or liable to the Fund, the Portfolio, a
Shareholder or former Shareholder or any other person for any delays or losses,
damages or expenses any of them may suffer or incur resulting from (1)
Chancellor LGT's failure to receive timely and suitable notification concerning
quotations, corporate actions or similar matters relating to or affecting
portfolio securities of the Fund or the Portfolio or (2) any errors in the
computation of a net asset value based upon or arising out of quotations or
information as to corporate actions if received by Chancellor LGT from a source
that Chancellor LGT was authorized to rely upon. Nevertheless, Chancellor LGT
will use its best judgment in determining whether to verify through other
sources any information that it has received as to quotations or corporate
actions if Chancellor LGT has reason to believe that any such information is
incorrect.
SECTION 10. RECEIPT OF ADVICE. If Chancellor LGT is in doubt
as to any action to be taken or omitted by it, Chancellor LGT may request, and
shall be entitled to rely upon, directions and advice from the Fund or the
Portfolio, including Oral or Written Instructions where appropriate, or from
counsel of its own choosing (who may also be counsel for the Fund or the
Portfolio), with respect to any question of law. In case of conflict between
directions, advice or Oral and Written Instructions received by Chancellor LGT
pursuant to this Section, Chancellor LGT shall be entitled to rely on and follow
the advice received from counsel as described above. Chancellor LGT shall be
protected in any action or in action that it takes in reliance on any
directions, advice or Oral or Written Instructions received pursuant to this
Section that Chancellor LGT, after the receipt of the same, in good faith
believes to be consistent with
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such directions, advice or Oral or Written Instructions, as the case may be.
Notwithstanding the foregoing, nothing in this Section shall be construed as
imposing on Chancellor LGT any obligation to seek such directions, advice or
Oral or Written Instruction, or to act in accordance with them when received,
unless the same is a condition to Chancellor LGT's properly taking or omitting
to take such action under the terms of this Agreement.
SECTION 11. INDEMNIFICATION OF CHANCELLOR LGT. The
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Fund and the Portfolio agree, separately and not jointly, to indemnify and hold
harmless Chancellor LGT and its officers, directors, employees, nominees and
subcontractors, if any, from all taxes, charges, expenses, assessments, claims
and liabilities, including, without limitation, liabilities arising under the
1940 Act, the Securities Act of 1933, as amended, the Securities Exchange Act of
1934, as amended, the Commodities Exchange Act and any state or foreign
securities or blue sky laws, and expenses, including, without limitation,
reasonable attorneys' fees and disbursements, arising directly or indirectly
from any action or thing that Chancellor LGT takes or omits to take or do:
(a) at the request or on the direction of or in
reliance upon the advice of the Fund or the Portfolio;
(b) upon Oral or Written Instructions; or
(c) in the performance by Chancellor LGT of its
responsibilities under this Agreement;
provided that, Chancellor LGT shall not be indemnified against any liability to
the Fund or the Portfolio, or any expenses incident thereto, arising out of
Chancellor LGT's own willful misfeasance, bad faith or negligence or reckless
disregard of its duties in connection with the performance of its duties and
obligations specifically described in this Agreement.
SECTION 12. INDEMNIFICATION OF THE FUND AND THE PORTFOLIO.
Chancellor LGT agrees to indemnify and hold harmless each of the Fund and the
Portfolio and their officers, trustees, directors and employees, from all taxes,
charges, expenses, assessments, claims and liabilities, including, without
limitation, liabilities arising under the 1940 Act, the Securities Act of 1933,
as amended, the Securities Exchange Act of 1934, as amended, the Commodities
Exchange Act and any state or foreign securities or blue sky laws, and expenses,
including, without limitation, reasonable attorneys' fees and disbursements,
arising directly or indirectly from any action or omission of Chancellor LGT
that does not meet the standard of care to which Chancellor LGT is subject under
Section 9, above.
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SECTION 13. LIMITATION OF LIABILITY OF SHAREHOLDERS AND
TRUSTEES OF THE FUND AND THE PORTFOLIO. It is expressly agreed that the
obligations of the Fund and the Portfolio hereunder shall not be binding upon
any of the shareholders, trustees, directors, officers, nominees, agents or
employees of the Fund or the Portfolio personally, but shall only bind the
assets and property of the Fund or the Portfolio, respectively, as provided in
the Governing Documents. The execution and delivery of this Agreement has been
authorized by the Boards of the Fund and the Portfolio, and this Agreement has
been executed and delivered by an authorized officer of each of the Fund and the
Portfolio acting as such, and neither such authorization by the Boards 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 Fund or the Portfolio as provided
in the Governing Documents.
SECTION 14. DURATION AND TERMINATION. This Agreement shall
continue with respect to the Fund and the Portfolio until termination with
respect to the Fund or the Portfolio is effected by the Fund, the Portfolio, or
Chancellor LGT upon sixty days' prior written notice to the other. In the event
of the "assignment" of this Agreement within the meaning of the 1940 Act, this
Agreement shall terminate automatically.
SECTION 15. NOTICES. All notices and other communications
hereunder, including Written Instructions, shall be in writing or by confirming
telegram, cable, telex or facsimile sending device. Notices with respect to a
party shall be directed to such address as may from time to time be designated
by that party to the other.
SECTION 16. FURTHER ACTIONS. The Fund, the Portfolio and
Chancellor LGT agree to perform such further acts and to execute such further
documents as may be necessary or appropriate to effect the purposes of this
Agreement.
SECTION 17. AMENDMENTS. This Agreement, or any part thereof,
may be amended only by an instrument in writing signed by the Fund, the
Portfolio and Chancellor LGT.
SECTION 18. COUNTERPARTS. This Agreement may be executed in
two or more counterparts, each of which shall be deemed an original, but all of
which together constitute one and the same instrument.
SECTION 19. MISCELLANEOUS. This Agreement embodies the entire
agreement and understanding between the Fund, the Portfolio and Chancellor LGT
and supersedes all prior agreements and understandings relating to the subject
matter hereof, provided that the Fund, the Portfolio and Chancellor LGT may
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embody in one or more separate documents their agreement or agreements with
respect to such matters that this Agreement provides may be later agreed to by
and among the Fund, the Portfolio and Chancellor LGT from time to time. 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. This Agreement shall be governed by and construed in
accordance with California law. 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 Fund, the Portfolio and Chancellor
LGT and their respective successors.
IN WITNESS WHEREOF, the Fund, the Portfolio and Chancellor LGT
have caused this Agreement to be executed by their officers designated below as
of this day, month and year first above written.
GT GLOBAL FLOATING RATE FUND, INC.
By: ____________________________
Attest: ____________________________
FLOATING RATE PORTFOLIO
By: ____________________________
Attest: ____________________________
CHANCELLOR LGT ASSET MANAGEMENT, INC.
By: ____________________________
Attest: ____________________________
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SCHEDULE A
FUND ACCOUNTING AND PRICING AGENT FEES
Annual Fee payable based on aggregate net assets of the GT Global Group
of Funds:
First $5 billion in net assets .02% (2 basis points) of the
of the GT Global Group of Fund's average daily net assets
Funds: .01% (1 basis point) of the
Portfolio's average daily net
assets
In excess of $5 billion in net .01% (1 basis point) of the
assets of the GT Global Group Fund's average daily net assets
of Funds: .01% (1 basis point) of the
Portfolio's average daily net
assets
