DISTRIBUTION CONTRACT
Advisor Class Shares
between G.T. INVESTMENT FUNDS, INC.
and G.T. GLOBAL FINANCIAL SERVICES, INC.
This distribution contract, dated as of June 1, 1995, between G.T.
INVESTMENT FUNDS, INC., a Maryland corporation ("Company"), and G.T. GLOBAL
FINANCIAL SERVICES, INC., a California corporation ("G.T. Global"), is made with
reference to the following facts:
A. The Company is an open-end management investment company.
B. G.T. Global has the facilities to sell and distribute the Advisor
Class shares of common stock of the various series established from time to time
by the Company ("Funds").
C. The Company's Board of Directors ("Board") has established Class A,
Class B and Advisor Class shares of each Fund.
D. The Company and G.T. Global have entered into a separate distribution
contract with respect to the Class A and Class B shares of the Funds.
E. The Company and G.T. Global desire to enter into a distribution
contract with respect to the Advisor Class shares of the Funds.
NOW, THEREFORE, parties agree as follows:
1. G.T. Global shall be the exclusive principal underwriter for the sale
of Advisor Class shares of each Fund, except as otherwise provided pursuant to
paragraph 19 hereof. The terms "Advisor Class shares of the Fund" or "Advisor
Class shares" as used herein shall mean Advisor Class shares of common stock
issued by the funds.
2. In the sale of Advisor Class shares of each Fund, G.T. Global shall
act as agent of the Company except in any transaction in which G.T. Global sells
such Advisor Class shares as a dealer, in which event G.T. Global shall act as
principal for its own account.
3. The Company shall sell Advisor Class shares only through G.T. Global
except that the Company may at any time:
(a) Issue Advisor Class shares to any corporation, association,
trust, partnership, or other organization, or its, or their,
security holders, beneficiaries, or members, in connection with a
merger, consolidation, or reorganization to which the Company is
a party, or in connection with the
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acquisition of all or substantially all the property and assets
of such corporation, association, trust, partnership, or other
organization;
(b) Issue Advisor Class shares of a Fund at net asset value to the
holders of Advisor Class shares of the other Funds or Advisor
Class shares of other investment companies managed by LGT Asset
Management, Inc., pursuant to any exchange or reinvestment option
made available as described in the current Prospectus of the
Fund;
(c) Issue Advisor Class shares at net asset value to a Fund's
shareholders in connection with the reinvestment of dividends and
other distributions paid by the Fund;
(d) Issue Advisor Class shares of a Fund at net asset value to the
sponsor organization, custodian or depository of a periodic or
single payment plan, or similar plan for the purchase of Advisor
Class shares of the Fund, purchasing for such plan;
(c) Issue Advisor Class shares of a Fund in the course of any other
transaction specifically provided for in the Prospectus of the
Fund, or upon obtaining the written consent of G.T. Global
thereto; or
(f) Sell Advisor Class shares outside of the North American
continent, Hawaii and Puerto Rico through such other principal
underwriter or principal underwriters as may be designated from
time to time by the Company, pursuant to paragraph 19 hereof.
4. G.T. Global shall devote its best efforts to the sale of Advisor Class
shares of the Funds. G.T. Global shall maintain a sales organization suited to
the sale of Advisor Class shares of the Funds and shall use its best efforts to
effect such sales in countries as to which the Company shall have expressly
waived in writing its right to designate another principal underwriter pursuant
to paragraph 19 hereof, and shall effect and maintain appropriate qualification
to do so in all those jurisdictions in which it sells or offers Advisor Class
shares for sale and in which qualification is required. G.T. Global shall use
its best efforts to ensure that sales of Advisor Class shares are made to
investors eligible to invest in Advisor Class shares, as defined in the
Prospectuses of the Funds.
5. Advisor Class shares of a Fund sold to dealers shall be for resale by
such dealers only at the public offering price set forth in the effective
Prospectus relating to the Fund which is part of the Company's Registration
Statement in effect under the Securities Act of 1933, as amended ("1933 Act"),
at the time of such offer or sale (herein, the "Prospectus").
6. In its sales to dealers, G.T. Global shall use its best efforts to
determine that such dealers are appropriately qualified to transact business in
securities under applicable laws, rules
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and regulations promulgated by such national, state, local or other government
or quasi-governmental authorities as may in a particular instance have
jurisdiction.
7. The applicable public offering price of Advisor Class shares of a Fund
shall be the price which is equal to the net asset value per Advisor Class
share. Net asset value per Advisor Class share shall be determined for a Fund
in the manner and at the time or times set forth in and subject to the
provisions of its Prospectus.
8. All orders for Advisor Class shares received by G.T. Global shall,
unless rejected by G.T. Global or the Company, be accepted by G.T. Global
immediately upon receipt and confirmed at an offering price determined in
accordance with the provisions of the Prospectus and the Investment Company Act
of 1940, as amended ("1940 Act"), and applicable rules in effect thereunder.
G.T. Global shall not hold orders subject to acceptance nor otherwise delay
their execution. In conformity with the rules of the NASD, G.T. Global shall
not accept conditional orders. The provisions of this paragraph shall not be
construed to restrict the right of the Company to withhold Advisor Class shares
of the Funds from sale under paragraph 16 hereof.
9. The Company or its transfer agent shall be promptly advised of all
orders received, and shall cause shares of Funds to be issued upon payment
received in accord with policies established by the Company and G.T. Global.
10. G.T. Global shall adopt and follow procedures as approved by the
officers of the Company for the confirmation of sales to dealers, the collection
of amounts payable by dealers on such sales, and the cancellation of unsettled
transactions, as may be necessary to comply with the requirements of the NASD
and the 1940 Act, as such requirements may from time to time exist.
11. G.T. Global shall receive no compensation for its services as a
principal underwriter under this Contract.
12. The Company agrees to use its best efforts to maintain its
registration as an open-end management investment company under the 1940 Act.
13. The Company agrees to use its best efforts to maintain an effective
prospectus relating to each Fund under the 1933 Act, and warrants that such
prospectus will contain all statements required by and will conform with the
requirements of the 1933 Act and the rules and regulations thereunder, and that
no part of any such prospectus, at the time the Registration Statement of which
is a part is ordered effective, will contain any untrue statement of a material
fact or omit to state a material fact required to be stated therein, or
necessary to make the statements therein not misleading. G.T. Global agrees and
warrants that it will not in the sale of Advisor Class shares of the Funds use
any prospectus, advertising or sales literature not approved by the Company or
its officers nor make any untrue statement of a material fact nor omit the
stating of a material fact necessary in order to make the statements made, in
the light of the circumstances under which they are made, not misleading. G.T.
Global agrees to indemnify and hold the Company harmless from any and all loss,
expense, damage and liability resulting from a
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breach by G.T. Global of the agreements and warranties in this paragraph, or
from the use of any sales literature, information, statistics or other aid or
device employed in connection with the sale of Advisor Class shares not approved
by the Company and its officers.
14. The expense of each printing of each Prospectus and each revision
thereof or addition thereto ("Printing Costs") deemed necessary by the Company's
officers to meet the requirements of applicable laws shall be divided between
the Company. G.T. Global and any other principal underwriter of the Advisor
Class shares of the Funds as set forth in this Paragraph 14. G.T. Global shall
pay the Printing Costs for each Prospectus of the Funds except that the Funds
will be responsible for the payment of the Printing Costs for each Prospectus
provided to existing shareholders of Advisor Class shares.
15. The Company agrees to use its best efforts to qualify and maintain the
qualification of an appropriate number of the Advisor Class shares of each Fund
for sale under the securities laws of such states as G.T. Global and the Company
may approve. Any such qualifications may be withheld, terminated or withdrawn by
the Company at any time in its discretion. The expense of qualification and
maintenance of qualification shall be borne by the Company, but G.T. Global
shall furnish such information and other materials relating to its affairs and
activities as may be required by the Company or its counsel in connection with
such qualification.
16. The Company and G.T. Global acknowledge that each has the right to
reject any order for the purchase of Advisor Class shares for any reason. In
addition, the Company may withhold Advisor Class shares from sale in any state
or country temporarily or permanently if, in the opinion of its counsel, such
offer or sale would be contrary to law or if the Board of Directors or the
President or any Vice President of the Company determines that such offer or
sale is not in the best interest of the Company. The Company will give prompt
notice to G.T. Global of any withholding and will indemnify it against any loss
suffered by G.T. Global as a result of such withholding by reason of
non-delivery of Fund Advisor Class shares after a good faith confirmation by
G.T. Global of sales thereof prior to receipt of notice of such withholding.
17. (a) With respect to any Fund, this Contract may be terminated at any
time, without payment of any penalty, by the Company on thirty (30) days written
notice to G.T. Global, or by G.T. Global on like notice to the Company.
Termination of this Contract with respect to Advisor Class shares of one Fund
shall not affect its continued effectiveness with respect to Advisor Class
shares of any other Fund.
(b) This Contract may be terminated by either party upon five (5) days
written notice to the other party in the event that the Securities and Exchange
Commission has issued an order or obtained an injunction or other court order
suspending effectiveness of the Registration Statement covering the Advisor
Class shares of the Funds.
(c) This Contract may also be terminated by the Company upon five (5) days
written notice to G.T. Global, should the NASD expel G.T. Global or suspend its
membership in that organization.
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(d) G.T. Global shall inform the Company promptly of the institution of
any proceedings against it by the Securities and Exchange Commission, the NASD
or any state regulatory authority.
18. This Contract shall automatically terminate in the event of its
assignment. The terms "assignment" shall have the meaning defined in the 1940
Act.
19. With respect to any Fund, upon sixty (60) days written notice to G.T.
Global, the Company may from time to time designate other principal underwriters
of Advisor Class shares with respect to areas other than the North American
continent, Hawaii, Puerto Rico and such countries as to which the Company may
have expressly waived in writing its right to make such designation. In the
event of such designation, the right of G.T. Global under this Contract to sell
Advisor Class shares in the areas so designated shall terminate, but this
Contract shall remain otherwise in full effect until terminated in accordance
with the provisions of paragraphs 17 and 18 hereof.
20. No provisions of this Contract shall protect or purport to protect
G.T. Global against any liability to the Company or holders of Advisor Class
shares of the Funds for which G.T. Global would otherwise be liable by reason of
willful misfeasance, bad faith or negligence.
21. Unless sooner terminated in accordance with the provisions of
paragraphs 17 or 18 hereof, this Contract shall continue in effect with respect
to each Fund for periods of up to one year, but only so long as such continuance
is specifically approved at least annually (i) by vote of a majority of the
Directors of the Company who are not parties to this Contract or interested
persons of any such party as defined by the 1940 Act, cast in person at a
meeting called for the purpose of voting on such approval; and (ii) either the
Board of Directors of the Company or a vote of a majority of the outstanding
voting securities of the Advisor Class shares of the Company as defined by the
1940 Act.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed in duplicate original by their officers thereunder duly authorized as
of the day and year first written above.
Attest: G.T. INVESTMENT FUNDS, INC.
/s/ Xxxxx X. Xxxxxxx By: /s/ Xxxxx Xxxxx Xxx
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Xxxxx X. Xxxxxxx Xxxxx Xxxxx Xxx
Assistant Secretary Vice President and Secretary
Attest: G.T. GLOBAL FINANCIAL SERVICES, INC.
/s/ Xxxxx X. Xxxxxxx By: /s/ Xxxxxxx X. Xxxxxxxxx
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Xxxxx X. Xxxxxxx Xxxxxxx X. Xxxxxxxxx
Assistant Secretary Senior Vice President
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