DISTRIBUTION CONTRACT
CLASS B SHARES
BETWEEN GT GLOBAL SERIES TRUST
AND GT GLOBAL, INC.
THIS DISTRIBUTION CONTRACT, is made as of ________________, 1997
between GT GLOBAL SERIES TRUST, a Massachusetts business trust ("Trust"), and GT
GLOBAL, INC., a California corporation ("GT Global").
WHEREAS, the Trust is an open-end management investment company;
WHEREAS, the Trust's Board of Trustees ("Board") has established Class
A, Class B, and an Advisor Class of shares of beneficial interest in each
Series;
WHEREAS, GT Global has the facilities to sell and distribute the Class
B shares of beneficial interest of the various series established from time to
time by the Trust ("Funds"); and
WHEREAS, the Trust and GT Global desire to enter into a distribution
contract with respect to the Class B shares of the Funds.
NOW, THEREFORE, the parties agree as follows:
1. GT Global shall be the exclusive principal underwriter for the sale
of Class B shares of each Fund, except as otherwise provided pursuant to
paragraph 20 hereof. The terms "Class B shares of the Fund" or "Class B shares"
as used herein shall mean Class B shares of beneficial interest issued by the
Funds.
2. In the sale of Class B shares of each Fund, GT Global shall act as
agent of the Trust except in any transaction in which GT Global sells such Class
B shares as a dealer to the public, in which event GT Global shall act as
principal for its own account.
3. The Trust shall sell Class B shares only through GT Global except
that the Trust may at any time:
(a) Issue Class B 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
Trust is a party, or in connection with the acquisition of
all or substantially all the property and assets of such
corporation, association, trust, partnership, or other
organization;
(b) Issue Class B shares of a Fund to the holders of Class B
shares of the other Funds or Class B shares of other
investment companies managed by Chancellor LGT Asset
Management, Inc., pursuant to any exchange or reinvestment
option made available as described in the current Prospectus
of the Fund;
(c) Issue Class B shares to a Fund's shareholders in connection
with the reinvestment of dividends and other distributions
paid by the Fund;
(d) Issue Class B shares of a Fund to Trustees, officers, and
employees of the Trust, its investment manager, any
principal underwriter of the Trust, and their affiliates,
including any trust, pension, profit-sharing, or other
benefit plan established for such persons, registered
representatives and other employees of dealers having Dealer
Agreements with GT Global and with respect to all such
persons listed, their respective spouse, siblings, parents
and children, and to other persons as permitted by
applicable rules adopted by the Securities and Exchange
Commission under the Investment Company Act of 1940 ("1940
Act"), as in effect from time to time and as described in
the current Prospectus of the Fund;
(e) Issue Class B shares of a Fund to the sponsor organization,
custodian or depository of a periodic or single payment
plan, or similar plan for the purchase of Class B shares of
the Fund, purchasing for such plan;
(f) Issue Class B shares of a Fund in the course of any other
transaction specifically provided for in the Prospectus of
the Funds, or upon obtaining the written consent of GT
Global thereto; or
(g) Sell Class B 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 Trust, pursuant to paragraph 20
hereof.
4. GT Global shall devote its best efforts to the sale of Class B
shares of the Funds. GT Global shall maintain a sales organization suited to the
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sale of Class B shares of the Funds and shall use its best efforts to effect
such sales in countries as to which the Trust shall have expressly waived in
writing its right to designate another principal underwriter pursuant to
paragraph 20 hereof, and shall effect and maintain appropriate qualification to
do so in all those jurisdictions in which it sells or offers Class B shares for
sale and in which qualification is required.
5. Within the United States of America, GT Global shall offer and sell
Class B shares only to or through such dealers as are members in good standing
of the National Association of Securities Dealers, Inc. ("NASD"), or to persons
legally engaged in dealer activities who are exempt from NASD membership in
accord with applicable law. Class B 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 Trust'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, GT Global shall use its best efforts to
determine that such dealers are appropriately qualified to transact business in
securities under applicable laws, rules and regulations promulgated by such
national, state, local or other governmental or quasi-governmental authorities
as may in a particular instance have jurisdiction.
7. The applicable public offering price of Class B shares of a Fund
shall be the price which is equal to the net asset value per Class B share. Net
asset value per Class B 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 Class B shares received by GT Global shall, unless
rejected by GT Global or the Trust, be accepted by GT Global immediately upon
receipt and confirmed at an offering price determined in accordance with the
provisions of the Prospectus and the 1940 Act, and applicable rules in effect
thereunder. GT Global shall not hold orders subject to acceptance nor otherwise
delay their execution. In conformity with the rules of the NASD, GT Global shall
not accept conditional orders. The provisions of this paragraph shall not be
construed to restrict the right of the Trust to withhold Class B shares of the
Funds from sale under paragraph 16 hereof.
9. The Trust or its transfer agent shall be promptly advised of all
orders received, and shall cause Class B shares of Funds to be issued upon
payment received in accord with policies established by the Trust and GT Global.
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10. GT Global shall adopt and follow procedures as approved by the
officers of the Trust 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. The compensation for the services of GT Global as a principal
underwriter under this Contract shall be all contingent deferred sales charges
that may be imposed on redemptions of Class B shares. In addition, GT Global is
entitled to fees, if any, payable under the Trust's Plan of Distribution
applicable to the Class B shares of the Funds ("Class B Plan").
12. The Trust agrees to use its best efforts to maintain its
registration as an open-end management investment company under the 0000 Xxx.
13. The Trust 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
it 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. GT Global agrees and
warrants that it will not in the sale of Class B shares of the Funds use any
prospectus, advertising or sales literature not approved by the Trust 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. GT Global agrees
to indemnify and hold the Trust harmless from any and all loss, expense, damage
and liability resulting from a breach by GT 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 Class B shares.
14. The expense of each printing of each Prospectus and each revision
thereof or addition thereto deemed necessary by the Trust's officers to meet the
requirements of applicable laws shall be divided between the Trust, GT Global
and any other principal underwriter of the Class B shares of the Funds as they
may from time to time agree.
15. The Trust agrees to use its best efforts to qualify and maintain
the qualification of an appropriate number of the Class B shares of each Fund
for sale under the securities laws of such states as GT Global and the Trust may
approve. Any such qualification may be withheld, terminated or withdrawn by the
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Trust at any time in its discretion. The expense of qualification and
maintenance of qualification shall be borne by the Trust, but GT Global shall
furnish such information and other materials relating to its affairs and
activities as may be required by the Trust or its counsel in connection with
such qualification.
16. The Trust and GT Global acknowledge that each has the right to
reject any order for the purchase of Class B shares for any reason. In addition,
the Trust may withhold Class B 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 Trustees or the President or any
Vice President of the Trust determines that such offer or sale is not in the
best interest of the Trust. The Trust will give prompt notice to GT Global of
any withholding and will indemnify it against any loss suffered by GT Global as
a result of such withholding by reason of non-delivery of Fund Class B shares
after a good faith confirmation by GT Global of sales thereof prior to receipt
of notice of such withholding.
17. Each Fund shall reimburse GT Global for a portion of its
expenditures incurred in providing services under this Contract at the rate and
under the terms specified with respect to such Fund in the Class B Plan, as such
Plan may be amended from time to time.
18. (a) With respect to any Fund, this Contract may be terminated at
any time, without payment of any penalty, by vote of a
majority of the members of the Board of Trustees of the Trust
who are not interested persons of the Trust and have no direct
or indirect financial interest in the operation of the Plan or
in any agreements related to the Plan or by vote of a majority
of the outstanding voting securities of the Fund on thirty
(30) days' written notice to GT Global, or by GT Global on
like notice to the Trust. Termination of this Contract with
respect to Class B shares of one Fund shall not affect its
continued effectiveness with respect to Class B 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 Class
B shares of the Funds.
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(c) This Contract may also be terminated by the Trust upon five
(5) days' written notice to GT Global, should the NASD expel
GT Global or suspend its membership in that organization.
(d) GT Global shall inform the Trust promptly of the institution
of any proceedings against it by the Securities and Exchange
Commission, the NASD or any state regulatory authority.
19. This Agreement shall automatically terminate in the event of its
assignment. The term "assignment" shall have the meaning defined in the 1940
Act.
20. With respect to any Fund, upon sixty (60) days' written notice to
GT Global, the Trust may from time to time designate other principal
underwriters of Class B shares with respect to areas other than the North
American continent, Hawaii, Puerto Rico and such countries as to which the Trust
may have expressly waived in writing its right to make such designation. In the
event of such designation, the right of GT Global under this Contract to sell
Class B 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 18 and 19 hereof.
21. No provision of this Contract shall protect or purport to protect
GT Global against any liability to the Trust or holders of Class B shares of the
Funds for which GT Global would otherwise be liable by reason of willful
misfeasance, bad faith or negligence.
22. Unless sooner terminated in accordance with the provisions of
paragraphs 18 or 19 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
Trustees of the Trust who are not interested persons of the Trust and who have
no direct or indirect financial interest in the Plan or any agreements relating
to the Plan, and 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) by either the Board of
Trustees of the Trust or a vote of a majority of the outstanding Class B shares
of the Trust as defined by the 1940 Act.
23. It is expressly agreed that the obligations of the Trust hereunder
shall not be binding upon any of the Trustees, shareholders, nominees, officers,
agents or employees of the Trust personally, but shall only bind the assets and
property of the Funds, as provided in the Trust's Declaration of Trust. The
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execution and delivery of this Contract have been authorized by the Trustees of
the Trust, and this Contract has been executed and delivered by an authorized
officer of the Trust acting as such; neither such authorization by such 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 Funds, as
provided in the Trust's Declaration of Trust.
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: GT GLOBAL SERIES TRUST
_________________________ By:________________________________
Attest: GT GLOBAL, INC.
_________________________ By:________________________________
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