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 Select 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 currently effective Prospectus and
transmit to the Portfolio's investment manager.
(b) ACCOUNTING AGENT. As fund accounting agent, Chancellor LGT
shall:
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(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
(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;
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(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
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
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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, 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
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(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 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
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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
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 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
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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.
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.
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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
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 SELECT FLOATING RATE FUND, INC.
By:
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Attest:
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FLOATING RATE PORTFOLIO
By:
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Attest:
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CHANCELLOR LGT ASSET MANAGEMENT, INC.
By:
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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 of the .02% (2 basis points) of the Fund's
GT Global Group of Funds: average daily net assets
.01% (1 basis point) of the Portfolio's
average daily net assets
In excess of $5 billion in net assets .01% (1 basis point) of the Fund's
of the GT Global Group of Funds: average daily net assets
.01% (1 basis point) of the Portfolio's
average daily net assets
