EXHIBIT 99.6(c)
DISTRIBUTION CONTRACT
Advisor Class Shares
between G.T. INVESTMENT PORTFOLIOS, INC.
and G.T. GLOBAL FINANCIAL SERVICES, INC.
This distribution contract, dated as of June 1, 1995, between G.T.
INVESTMENT PORTFOLIOS, 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, the 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;
(e) 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
governmental 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 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. 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 qualification 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 term "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 provision 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
paragraph 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 PORTFOLIOS, INC.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇
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Assistant Secretary Vice President and Secretary
Attest: G.T. GLOBAL FINANCIAL SERVICES, INC.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Assistant Secretary Senior Vice President
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