TRANSFER AGENCY CONTRACT BETWEEN
G.T. INVESTMENT FUNDS, INC.
AND
G.T. GLOBAL INVESTOR SERVICES, INC.
This Transfer Agency Contract ("Contract") is made as of May 25, 1990
between G. T. Investment Funds, Inc. ("Investment Funds"), a Maryland
corporation, and G. T. Global Investor Services, Inc. ("G.T."), a California
corporation.
WHEREAS, Investment Funds is registered under the Investment Company Act
of 1940, as amended ("1940 Act"), as an open-end management investment
company; and
WHEREAS, Investment Funds currently operates three separate mutual
funds, each organized as a separate and distinct series of the common stock
of Investment Funds; and
WHEREAS, Investment Funds may from time-to-time in the future establish
one or more additional funds, each organized as a separate and distinct
series of common stock of Investment Funds (Investment Funds' existing funds
and such funds as may hereafter be established are referred to in this
Contract as the "Funds," and may singly be referred to as a "Fund"); and
WHEREAS, Investment Funds desires to retain G.T. to act as transfer
agent and dividend disbursing agent to each of the Funds, and G.T. is willing
to act in such capacities;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:
I. APPOINTMENT
Investment Funds hereby appoints G.T. to act as transfer agent and
dividend disbursing agent of each Fund for the period and on the terms set
forth in this Contract. G.T. accepts such appointment and agrees to render
the services herein set forth for the compensation herein provided.
II. DEFINITIONS
As used in this Contract, the following terms shall have the definition
ascribed to them in this Paragraph.
(A) "Agent" means a broker, dealer or other agent authorized to act on
behalf of a Shareholder in transactions involving Shares.
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(B) "Agent Firm" means an investment, stock brokerage or other business
firm employing an Agent.
(C) "Authorized Person" means any officer of Investment Funds and any
other person, whether or not any such person is an officer or employee of
Investment Funds, duly authorized by the Board of Directors, the President or
any Vice President of Investment Funds to give Oral and Written Instructions
on behalf of Investment Funds. Investment Funds will provide to G.T. and
keep current a written list of all Authorized Persons.
(D) "Custodian" means the custodian or custodians employed by
Investment Funds to maintain custody of the Funds' assets.
(E) "Distributor" means the principal underwriter of the Shares of each
Fund.
(F) "Governing Corporate Documents" means the Articles of
Incorporation, By-Laws and other applicable governing corporate documents of
Investment Funds, all as may be amended from time-to-time.
(G) "Oral Instructions" means oral instructions actually received by
G.T. from an Authorized Person or from a person reasonably believed by G.T.
to be an Authorized Person.
(H) "Prospectus" means the current prospectus and statement of
additional information of a Fund, taken together.
(I) "Shares" means shares of common stock of any of the Funds.
(J) "Shareholder" means the owner of Shares.
(K) "Written Instructions" means written instructions delivered by
hand, mail, tested telegram or telex, cable, or facsimile sending device,
received by G.T. and signed by an Authorized Person.
III. AUTHORIZED AND REGISTERED SHARES
(A) As of the date if this Contract, Investment Funds represents that
one billion Shares are authorized for issuance under Investment Funds'
Articles of Incorporation, as amended, and that of this amount 100 million
Shares each have been classified as Shares of the G.T. Global Government
Income Fund, G.T. Global Bond Fund, G.T. Global Health Care Fund and G.T.
Portfolio Strategy Fund, respectively. Investment Funds agrees to keep G.T.
apprised, to the extent necessary for G.T. to adequately perform its duties
hereunder, of the number of shares of each Fund authorized for issuance.
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(B) As of the date of this Contract, Investment Funds has filed a
declaration of its registration under the Securities Act of 1933 ("1933 Act")
of an indefinite number of Shares pursuant to rule 24f-2 under the 1940 Act;
Investment Funds agrees to notify G.T. immediately if this declaration is
terminated, and thereafter to keep G.T. reasonably apprised of the number of
shares registered under the 1933 Act.
IV. COMPLIANCE BY G.T. WITH GOVERNING CORPORATE
DOCUMENTS, PROSPECTUS AND APPLICABLE LAW AND
REGULATION
All of G.T.'s actions in fulfilling its responsibilities under this
Contract shall be made in accordance with the Prospectus, the Governing
Corporate Documents, the rules and regulations of the Securities and Exchange
Commission and the laws and regulations of the State of Maryland relating to
the issuance and transfer of securities such as the Shares.
V. RECORDS
(A) G.T. shall maintain records of the accounts for each Shareholder which
include the following information with respect to each Fund:
(1) name, address and United States Taxpayer Identification Number;
(2) number of Shares held and number of Shares for which
certificates, if any, have been issued, including certificate numbers and
denominations;
(3) historical information regarding the account of each
Shareholder, including dividends and distributions paid and the date and
price of all transactions in a Shareholder's account;
(4) any stop or restraining order placed against a Shareholder's
account;
(5) any correspondence relating to the current maintenance of
shareholder's account;
(6) information with respect to all tax withholdings;
(7) any information required to enable G.T. to perform any
calculations contemplated or required by this Agreement or that may
reasonably be requested by Investment Funds.
(B) The books and records pertaining to Investment Funds which are in
the possession of G.T. shall be the property of Investment Funds. Such books
and records shall be prepared and maintained as required by the 1940 Act and
other applicable laws,
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rules and regulations. Investment Funds or its authorized representatives
shall have access to such books and records at all times during G.T.'s normal
business hours. Upon the reasonable request of Investment Funds, copies of
any such books and records shall be provided by G.T. to Investment Funds or
its authorized representatives, at Investment Funds' expense.
VI. TRANSACTIONS NOT REQUIRING INSTRUCTIONS
In the absence of contrary Written Instructions, G.T. is authorized to take
the following actions in providing services under this Contract, all in
accordance with the provisions of the Prospectus:
(A) SHARE TRANSACTIONS -- UNCERTIFICATED SHARES
(1) ISSUANCE OF SHARES. Upon receipt by G.T. of a purchase order
for Shares from the Distributor or directly from an investor or an investor's
Agent, upon the further receipt by G.T. of sufficient information necessary
to enable G.T. to establish an account, and after confirmation of receipt of
payment for such Shares, G.T. shall create an account and issue and credit
Shares to such account.
(2) TRANSFERS OF SHARES. When the Distributor, a Shareholder
or a Shareholder's Agent provides G.T. with instructions to transfer Shares
on the books of a Fund, and G.T. further receives such documentation as is
necessary to process the transfer, G.T. shall transfer the registration of
such Shares and if necessary deliver them pursuant to such instructions.
(3) REDEMPTIONS. Upon receipt of a redemption order from the
Distributor, a Shareholder or a Shareholder's Agent, G.T. shall redeem the
number of Shares indicated thereon from the redeeming Shareholder's account
and receive from the pertinent Fund's custodian and disburse to the redeeming
Shareholder or the Shareholder's Agent, if so instructed, the redemption
proceeds therefor.
(B) SHARE TRANSACTIONS -- CERTIFICATED SHARES
(1) Investment Funds shall supply G.T. with a sufficient supply of
certificates representing Shares, in the form approved from time to time by
the Board of Directors or officers of Investment Funds, and, from
time-to-time, shall replenish such supply upon the request of G.T.
Certificates shall be property executed, manually or by facsimile signature,
by the duly authorized officers of Investment Funds. Notwithstanding the
death, resignation or removal of any officer of Investment Funds, such
executed certificates bearing the manual or facsimile signature of such
officer shall remain valid and may be issued to Shareholders until G.T. is
otherwise directed.
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(2) In the case of the loss or destruction of any certificate
representing Shares, no new certificate shall be issued in lieu thereof,
unless there shall first have been furnished an appropriate bond of indemnity
issued by a surety company approved by G.T.
(3) Upon receipt of written instructions from a Shareholder or a
Shareholder's Agent of uncertificated Shares for a certificate in the number
of shares in the Shareholder's account, G.T. shall issue the requested
certificate and deliver it to the Shareholder in accordance with the
Shareholder's instructions.
(4) G.T. shall process all orders for the purchase, transfer,
redemption and exchange of certificated Shares in the same fashion as it
processes such orders for uncertificated Shares, as specified in subparagraph
VI(A) of this Contract, provided that, as specified in the Prospectus, G.T.
receives properly executed and completed certificates and stock power
transfers or similar documents necessary to effectuate the contemplated
transaction.
(5) Upon receipt of certificates, which shall be in proper form
for transfer, together with Shareholder's instructions to hold such
certificates for safekeeping, G.T. shall reduce such Shares to uncertificated
status, while retaining the appropriate registration in the name of the
Shareholder upon the transfer books.
(C) SPECIAL INVESTMENT AND WITHDRAWAL PLANS. G.T. shall process
transactions of Shareholders participating in any special investment and/or
withdrawal plans or programs established by Investment Funds or the
Distributor with respect to Shares, such as automatic investment plans,
systematic withdrawal plans and dollar cost averaging investing programs, in
accordance with the terms of such plans or programs as provided to G.T.
Investment Funds or the Distributor.
VII. RELIANCE BY G.T. ON INSTRUCTIONS
Unless otherwise provided in this Contract, G.T. shall act only upon
Oral or Written Instructions (collectively, "Instructions"). G.T. shall be
entitled to rely upon any Instructions actually received by it under this
Contract. Investment Funds agrees that G.T. shall incur no liability to
Investment Funds in acting upon Instructions given to G.T. hereunder,
provided that such Instructions reasonably appear to have been received from
an Authorized Person.
VIII. DIVIDENDS AND DISTRIBUTION
(A) Investment Funds shall furnish G.T. with appropriate evidence of
action by Investment Funds' board of directors declaring dividends and
distributions and authorizing their payment as described in the Prospectus.
After deducting any amount required to be withheld by any applicable tax
laws, rules and regulations or other applicable laws, rules and regulations,
in accordance with the instructions in proper form from a Shareholder and the
provisions of the Governing Corporate Documents and
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Prospectus, G. T. shall issue and credit the account of the Shareholder with
Shares or pay such dividends for distributions to the Shareholder in cash,
upon the election of the Shareholder as provided for in the Prospectus. In
lieu of receiving from the Custodian and paying to Shareholders cash
dividends or distributions, G.T. may arrange for the direct payment of cash
dividends and distributions to Shareholders by the Custodian, in accordance
with such procedures and controls as are mutually agreed upon from time to
time by and among Investment Funds, G. T. and the Custodian.
(B) G. T. shall prepare and file with the Internal Revenue Service and
other appropriate taxing authorities, and address and mail to Shareholders,
such returns and information relating to dividends and distributions paid by
the Funds as are required to be so prepared, filed and mailed by applicable
laws, rules and regulations, or such substitute form of notice as may from
time to time be permitted or required by the Internal Revenue Service. On
behalf of Investment Funds, G.T. shall mail certain requests for
Shareholders' certifications under penalties of perjury of taxpayer
identification numbers and/or other information and pay on a timely basis to
the appropriate Federal authorities any taxes withheld on dividends and
distributions paid by a Fund, all as required by applicable Federal tax laws
and regulations.
IX. COMMUNICATIONS WITH SHAREHOLDERS
(A) COMMUNICATIONS TO SHAREHOLDERS. G.T. will address and mail all
communications by Investment Funds to the shareholders of the Funds,
including reports to Shareholders, confirmations of purchases and sales of
Shares, periodic account statements, dividend and distribution notices and
proxy materials for meetings of shareholders G. T. will receive and tabulate
the proxy cards for meetings of Shareholders, and if requested by Investment
Funds, attend meetings of Shareholders for purposes of reporting on and
certifying such tabulations.
(B) CORRESPONDENCE. G.T. will answer such correspondence from
Shareholders, Agents and others relating to its duties hereunder and such
other correspondence as may from time to time be mutually agreed upon by
G.T. and Investment Funds.
X. OTHER ONGOING SERVICES
As requested by Investment Funds, G.T. shall also provide the following
services on an ongoing basis:
(A) Furnish to Investment Funds or its designated agent such
state-by-state registration reports reasonably necessary to enable Investment
Funds to keep current the registration of its shares with state securities
authorities.
(B) Provide toll-free phone lines for direct Shareholder use, plus
customer liaison staff with on-line inquiry capacity.
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(C) File with the Internal Revenue Service such information on behalf of
each Shareholder as is required by law.
(D) Provide Investment Funds with Shareholder lists and such
statistical information as Investment Funds reasonably may request.
(E) Provide the Custodian with such information as Investment Funds or
the Custodian reasonably may request.
(F) Mail duplicate confirmations and/or statements to Agents with
respect to their clients' accounts and transactions in Shares, whether such
transactions were executed through such Agents or directly through G.T.
(G) Provide detail for confirmations and/or statements to be provided
to Shareholders by Agent Firms, and provide such other Shareholder accounting
information to Agent Firms as may be agreed upon between Investment Funds and
G.T.
(H) Provide to the custodian timely notification of Share transactions
and such other information as may be agreed upon from time to time by
Investment Funds, G.T. and the Custodian.
XI. COOPERATION WITH ACCOUNTANTS
G.T. shall cooperate with Investment Funds' independent public
accountants and shall take all reasonable action in the performance of its
obligations under this Contract to assure that all necessary information is
made available to such accountants for the timely expression of their opinion
with respect to the financial statements of the Funds.
XII. CONFIDENTIALITY
G.T. agrees on behalf of itself and its employees to treat
confidentially all records and other information relative to the Funds and
their prior, present or potential Shareholders, except, after prior
notification to and approval in writing by Investment Funds, which approval
shall not be unreasonably withheld and may not be withheld when G.T. may be
exposed to civil or criminal contempt proceedings for failure to comply, when
requested do divulge such information by duly constituted authorities, or
when so requested by the Fund.
XIII. COMPENSATION
As compensation for the services rendered by G.T. during the term of
this Contract, each Fund will pay to G.T. monthly fees that shall be agreed
to from time to time by Investment Funds and G.T. In addition, as may be
agreed to from time to time by
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Investment Funds and G.T., each Fund shall reimburse G.T. for certain
expenses incurred by G.T. in rendering services with respect to that Fund
under this Contract.
XIV. STANDARD OF CARE
(A) In the performance of its duties hereunder, G.T. shall be obligated
to exercise care and diligence and to act in good faith and to use its best
efforts within reasonable limits to ensure the accuracy and completeness of
all services provided under this Contract.
(B) G.T. shall be under no duty to take any action on behalf of
Investment Funds except as specifically set forth herein or as may be
specifically agreed to by G.T. in writing.
(C) G.T. shall be responsible and liable for all losses, damages and
costs (including reasonable attorneys fees) incurred by Investment Funds
which is due to or caused by G.T.'s negligence in the performance of its
duties under this contract or for G.T.'s negligent failure to perform such
duties as are specifically ascribed to G.T. in this Contract; provided that,
to the extent that duties, obligations and responsibilities are not expressly
set forth in this Contract, G.T. shall not be liable for any act or omission
which does not constitute willful misfeasance, bad faith or gross negligence
on the part of G.T. or reckless disregard by G.T. of such duties, obligations
and responsibilities.
(D) Without limiting the generality of the foregoing subparagraphs of
this Paragraph XIV or of any other provision of this Contract, in connection
with G.T.'s duties under this Contract G.T. shall not 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 thereof of any
Oral or Written Instruction, notice or other instrument which conforms to the
applicable requirements of this Contract, if any, and which G.T. reasonably
believes to be genuine;
or
(2) delays or errors or loss of data occurring by reason of
circumstances beyond G.T.'s control, including acts of civil or military
authority, national emergencies, labor difficulties, fire, mechanical
breakdown, earthquake, flood or catastrophe, acts of God, insurrection, war,
riots or failure of the mails, transportation, communication or power supply.
XV. RECEIPT OF ADVICE
(A) ADVICE OF INVESTMENT FUNDS. If G.T. is in doubt as to any action
to be taken or omitted by it, G.T. may request and shall receive from
Investment Funds directions or advice including Oral or Written Instructions
where appropriate.
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(B) ADVICE OF COUNSEL. If G.T. is in doubt as to any question of law
involved in any action to be taken or omitted by it, G.T. may request advice
from counsel of its own choosing (who may also be counsel for Investment
Funds, the Distributor and/or the investment adviser of Investment Funds).
(C) CONFLICTING ADVICE. In case of conflict between directions,
advice or Oral or Written Instructions received by G.T. pursuant to
subparagraph (A) of this Paragraph and advice received by G.T. pursuant to
subparagraph (b) of this Paragraph, G.T. shall be entitled to rely on and
follow the advice received pursuant to subparagraph (B) alone.
(D) PROTECTION OF G.T.
(1) G.T. shall be protected in any action or inaction which it
takes in reliance on any directions, advice or Oral or Written Instructions
received pursuant to subparagraphs (A) or (B) of this Paragraph which G.T.,
after receipt of any such directions, advice or Oral or Written Instructions,
in good faith believes to be consistent with such directions, advice or Oral
or Written Instructions, as the case may be.
(2) Notwithstanding the foregoing, nothing in this Paragraph shall
be construed as imposing upon G.T. any obligation (a) to seek such
directions, advice or Oral or Written Instructions, or (b) to act in
accordance with such directions advice or Oral or Written Instructions when
received, unless, under the terms of another provision of this Contract, the
same is a condition to G.T.'s properly taking or omitting to take such
actions.
XVI. INDEMNIFICATION OF G.T.
Investment Funds agrees to indemnify and hold harmless G.T. and its
nominees and sub-contractors, if any, from all taxes, charges, expenses,
assessments, claims and liabilities (including, without limitation,
liabilities arising under the 1933 Act, the 1940 Act, the Securities Exchange
Act of 1934, the Commodities Exchange Act, and any state and foreign
securities and blue sky laws, all as or to be amended from time to time) and
expenses, including (without limitation) reasonable attorneys' fees and
disbursements, arising directly or indirectly from any action or thing which
G.T. takes or does or omits to take or do:
(A) at the request or on the direction of or in reliance upon the advice
of Investment Funds;
(B) upon Oral or Written Instructions; or
(C) in the performance by G.T. of its responsibilities under this
Contract;
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PROVIDED that G.T. shall not be indemnified against any liability to
Investment Funds or the Shareholders (or any expenses incident to such
liability) arising out of G.T.'s own willful 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
Contract.
XVII. INDEMNIFICATION OF INVESTMENT FUNDS
G. T. agrees to indemnify and hold harmless Investment Funds from all
taxes, charges, expenses, assessments, claims and liabilities (including,
without limitation, liabilities arising under the 1933 Act, the 1940 Act, the
Securities Exchange Act of 1934, the Commodities Exchange Act, and any state
and foreign securities and blue sky laws, all as or to be amended from time
to time) and expenses, including (without limitation) reasonable attorneys'
fees and disbursements, arising directly or indirectly from any action or
omission of G.T. that does not meet the standard of care to which G.T. is
subject under Paragraph XIV of this Contract.
XVIII. DURATION AND TERMINATION
This Contract shall continue with respect to each Fund until termination
with respect to that Fund by Investment Funds or G.T. on sixty (60) days'
prior written notice.
XIX. REGISTRATION AS A TRANSFER AGENT
G.T. represents that it is currently registered as a transfer agent with
the Securities and Exchange Commission, and that it will remain so registered
for the duration of this Contract. G.T. agrees that it will promptly notify
Investment Funds in the event of any material change in its status as a
registered transfer agent. Should G.T. fail to be registered with the
Securities and Exchange Commission as a transfer agent at any time during the
term of this Contract, Investment Funds may immediately terminate this
Contract, upon written notice to G.T.
XX. 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.
XXI. FURTHER ACTIONS
Each party agrees to perform such further acts and execute such further
documents as are necessary to effect the purposes of this Contract.
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XXII. AMENDMENTS
This Contract or any part hereof may be amended only by an instrument in
writing signed by both parties hereto.
XXIII. COUNTERPARTS
This Contract may be executed in two or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one
and the same instrument.
XXIV. MISCELLANEOUS
This Contract embodies the entire agreement and understanding between
the parties hereto, and supersedes all prior agreements and understandings
relating to the subject matter hereof, provided that the parties may embody
in one or more separate documents their agreement or agreements with respect
to such matters that this Contract provides may be later agreed to by and
between the parties from time to time. 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. This Contract shall be governed by and construed in accordance with
California law. 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
and shall inure to the benefit of the parties hereto and their respective
successors.
IN WITNESS WHEREOF, the parties hereto have caused this Contract to be
executed by their officers designated below on the day and year first written
above.
G.T. INVESTMENT FUNDS, INC.
Attest: /s/ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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G.T. GLOBAL INVESTOR
SERVICES, INC.
Attest: By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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