ADMINISTRATION CONTRACT
BETWEEN
GT GLOBAL SELECT FLOATING RATE FUND, INC.
AND
CHANCELLOR LGT ASSET MANAGEMENT, INC.
Contract made as of ______________, 1997, between GT Global Select Floating
Rate Fund, Inc., a Maryland corporation ("Fund"), and Chancellor LGT Asset
Management, Inc., a [New York] corporation ("Chancellor LGT").
WHEREAS the Fund is registered under the Investment Company Act of 1940, as
amended ("1940 Act"), as a closed-end management investment company, and intends
to offer for public sale shares of its Common Stock; and
WHEREAS the Fund desires to retain Chancellor LGT as administrator to
furnish certain administrative services to the Fund, and Chancellor LGT 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 Fund hereby appoints Chancellor LGT as administrator
of the Fund for the period and on the terms set forth in this Contract.
Chancellor LGT accepts such appointment and agrees to render the services herein
set forth, for the compensation herein provided.
2. DUTIES AS ADMINISTRATOR. Chancellor LGT will administer the affairs
of the Fund subject to the supervision of the Fund's Board of Directors
("Board") and the following understandings:
(a) Chancellor LGT will supervise all aspects of the non-investment
operations of the 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
Fund.
(b) At Chancellor LGT's expense, Chancellor LGT will provide the Fund
with such corporate, administrative and clerical personnel (including officers
of the Fund) and services as are reasonably deemed necessary or advisable by the
Board.
(c) Chancellor LGT will arrange, but not pay, for the periodic
preparation, updating, filing and dissemination (as applicable) of the Fund's
prospectus, 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) Chancellor LGT will provide the Fund with, or obtain for it,
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, Chancellor LGT will act in conformity with the Articles of
Incorporation, Bylaws and Registration Statement of the Fund 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 CHANCELLOR LGT'S DUTIES AS ADMINISTRATOR. With respect
to the Fund, Chancellor LGT may enter into one or more contracts ("Sub-
Administration Contract") with a sub-administrator in which Chancellor LGT
delegates to such sub-administrator the performance of any or all of the
services specified in Paragraphs 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 Chancellor LGT 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) Chancellor LGT shall not enter into a Sub-Administration
Contract unless it is approved by the Board of Directors of the Fund prior to
implementation.
5. SERVICES NOT EXCLUSIVE. The services furnished by Chancellor LGT
hereunder are not to be deemed exclusive and Chancellor LGT shall be free to
furnish similar services to others so long as its services under this Contract
are not impaired thereby. Nothing in this Contract shall limit or restrict the
right of any director, officer or employee of Chancellor LGT, who may also be a
Director, officer or employee of the Fund, 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 nature or a dissimilar nature.
6. EXPENSES.
(a) During the term of this Contract, the Fund will bear all expenses
incurred in its operations which are not specifically assumed by Chancellor LGT.
(b) Expenses borne by the Fund will include but not be limited to the
following: (i) the cost (including brokerage commissions, if any) of securities
purchased or sold by the Fund and any losses incurred in connection therewith;
(ii) fees payable to and expenses incurred on behalf of the Fund by Chancellor
LGT under this Contract; (iii) expenses of organizing the Fund; (iv) 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; (v) fees and salaries payable to the Fund's Directors who
are not parties to this Contract or interested persons of any such party
("Independent Directors"); (vi) all expenses incurred in connection with the
Independent Directors' services, including travel expenses;
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(vii) taxes (including any income or franchise taxes) and governmental fees;
(viii) costs of any liability, uncollectible items of deposit and other
insurance and fidelity bonds; (ix) any costs, expenses or losses arising out of
a liability of or claim for damages or other relief asserted against the Fund
for violation of any law; (x) legal, accounting and auditing expenses, including
legal fees of special counsel for the Independent Directors; (xi) charges of
custodians, transfer agents, pricing agents and other agents; (xii) costs of
preparing share certificates; (xiii) expenses of setting in type, printing and
mailing prospectuses and supplements thereto, statements of additional
information, reports and proxy materials for existing shareholders; (xiv) any
extraordinary expenses (including fees and disbursements of counsel, costs of
actions, suits or proceedings to which the Fund is a party and the expenses the
Fund may incur as a result of its legal obligation to provide indemnification to
its officers, Directors, employees and agents) incurred by the Fund; (xv) fees,
voluntary assessments and other expenses incurred in connection with membership
in investment company organizations; (xvi) costs of mailing and tabulating
proxies and costs of meetings of shareholders, the Board and any committees
thereof; (xvii) the cost of investment company literature and other publications
provided by the Fund to its Directors and officers; and (xviii) costs of
mailing, stationery and communications equipment.
(c) Chancellor LGT will assume the cost of any compensation for
services provided to the Fund received by the officers and by the Directors of
the Fund who are not Independent Directors.
(d) The payment or assumption by Chancellor LGT of any expense of the
Fund that Chancellor LGT is not required by this Contract to pay or assume shall
not obligate Chancellor LGT to pay or assume the same or any similar expense of
the Fund on any subsequent occasion.
7. COMPENSATION.
(a) For the services provided under this Contract, the Fund will pay
Chancellor LGT a fee, computed weekly and paid monthly, at the annualized rate
of 0.25% of the Fund's average weekly net assets.
(b) The fee shall be computed weekly and paid monthly to Chancellor
LGT on or before the last business day of the next succeeding calendar month.
(c) 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 CHANCELLOR LGT AND INDEMNIFICATION.
Chancellor LGT shall not be liable, and the Fund shall indemnify Chancellor LGT
and its directors, officers and employees, for any costs or liabilities arising
from any error of judgment or mistake of law
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or any loss suffered by the Fund in connection with the matters to which this
Contract relates except a loss resulting from willful misfeasance, bad faith or
gross negligence on the part of Chancellor LGT in the performance by Chancellor
LGT of its duties or from reckless disregard by Chancellor LGT of its
obligations and duties under this Contract. Any person, even though also an
officer, partner, employee, or agent of Chancellor LGT, who may be or become a
Director, officer, employee or agent of the Fund, shall be deemed, when
rendering services to the Fund or acting with respect to any business of the
Fund to be rendering such service to or acting solely for the Fund and not as an
officer, partner, employee, or agent or one under the control or direction of
Chancellor LGT even though paid by it.
9. DURATION AND TERMINATION.
(a) This Contract shall become effective upon the date hereabove
written, provided that this Contract shall not take effect with respect to the
Fund unless it has first been approved (i) by a vote of a majority of the
Independent Directors, cast in person at a meeting called for the purpose of
voting on such approval, and (ii) by vote of a majority of the Fund's
outstanding voting securities.
(b) Unless sooner terminated as provided herein, this Contract shall
continue in effect for two years from the above written date. Thereafter, if
not terminated, with respect to the Fund, this Contract 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 Directors, cast in person at a meeting called
for the purpose of voting on such approval, and (ii) by the Board or by vote of
a majority of the outstanding voting securities of the Fund.
(c) Notwithstanding the foregoing, with respect to the 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 the Fund on sixty days' written notice to Chancellor LGT or by
Chancellor LGT at any time, without the payment of any penalty, on sixty days'
written notice to the Fund. This Contract will automatically terminate in the
event of its assignment.
10. AMENDMENT. 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 Contract shall be effective
until approved by vote of a majority of the 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.
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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 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 Contract 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: GT GLOBAL SELECT FLOATING RATE
FUND, INC.
By:
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Attest: CHANCELLOR LGT ASSET
MANAGEMENT, INC.
By:
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