TRANSFER AGENCY CONTRACT BETWEEN
G.T. GLOBAL GROWTH SERIES
AND
G.T. GLOBAL INVESTOR SERVICES, INC.
This Transfer Agency Contract ("Contract") is made as of May 25, 1990
between G. T. Global Growth Series ("Growth Series"), a Massachusetts business
trust, and G. T. Global Investor Services, Inc. ("G.T."), a California
corporation.
WHEREAS, Growth Series is registered under the Investment Company Act of
1940, as amended ("1940 Act"), as an open-end management investment company;
and
WHEREAS, Growth Series currently operates six separate mutual funds,
each organized as a separate and distinct series of the shares of beneficial
interest of Growth Series; and
WHEREAS, Growth Series may from time-to-time in the future establish one
or more additional funds, each organized as a separate and distinct series of
the shares of beneficial interest of Growth Series (Growth Series' 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, Growth Series 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
Growth Series 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 Growth Series and any other
person, whether or not any such person is an officer or employee of Growth
Series, duly authorized by the Board of Directors, the President or any Vice
President of Growth Series to give Oral and Written Instructions on behalf of
Growth Series. Growth Series will provide to G.T. and keep current a written
list of all Authorized Persons.
(D) "Custodian" means the custodian or custodians employed by Growth
Series 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 Declaration of Trust,
By-Laws and other applicable governing corporate documents of Growth Series,
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 beneficial interest 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 of this Contract, Growth Series represents that an
unlimited number of Shares of each Fund are authorized for issuance under
Growth Series' Declaration of Trust, as amended. Growth Series 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.
(B) As of the date of this Contract, Growth Series 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;
Growth Series agrees to notify G.T.
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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 Growth Series.
(B) The books and records pertaining to Growth Series which are in the
possession of G.T. shall be the property of Growth Series. Such books and
records shall be prepared and maintained as required by the 1940 Act and other
applicable laws, rules and regulations. Growth Series 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
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request of Growth Series, copies of any such books and records shall be
provided by G.T. to Growth Series or its authorized representatives, at
Growth Series' 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) Growth Series 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 Growth Series, 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 Growth Series. Notwithstanding the death, resignation or removal
of any officer of Growth Series, 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.
(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.
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(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 Growth Series 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. by Growth Series
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. Growth Series agrees that G.T. shall incur no liability to Growth
Series 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) Growth Series shall furnish G.T. with appropriate evidence of
action by Growth Series' board of trustees 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 Prospectus, G. T. shall
issue and credit the account of the Shareholder with Shares or pay such
dividends or 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
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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 Growth Series, 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 Growth Series, 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 Growth Series 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 Growth Series,
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 Growth Series.
X. OTHER ONGOING SERVICES
As requested by Growth Series, G.T. shall also provide the following
services on an ongoing basis:
(A) Furnish to Growth Series or its designated agent such state-by-state
registration reports reasonably necessary to enable Growth Series 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.
(C) File with the Internal Revenue Service such information on behalf of
each Shareholder as is required by law.
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(D) Provide Growth Series with Shareholder lists and such statistical
information as Growth Series reasonably may request.
(E) Provide the Custodian with such information as Investment Funds and
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 Growth Series 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 Growth
Series, G.T. and the Custodian.
XI. COOPERATION WITH ACCOUNTANTS
G.T. shall cooperate with Growth Series' 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 Growth Series, 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 Growth Series and G.T. In addition, as may be agreed
to from time to time by Growth Series 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
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(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 Growth
Series 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 Growth Series 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 GROWTH SERIES. 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 Growth
Series directions or advice including Oral or Written Instructions where
appropriate.
(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 Growth Series,
the Distributor and/or the investment adviser of Growth Series).
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(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.
Growth Series 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 Growth Series;
(B) upon Oral or Written Instructions; or
(C) in the performance by G.T. of its responsibilities under this
Contract;
PROVIDED that G.T. shall not be indemnified against any liability to Growth
Series 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.
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XVII. INDEMNIFICATION OF GROWTH SERIES
G. T. agrees to indemnify and hold harmless Growth Series 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. LIMITATION OF LIABILITY OF SHAREHOLDERS AND
TRUSTEES OF GROWTH SERIES
It is expressly agreed that the obligations of Growth Series hereunder
shall not be binding upon any of the shareholders, trustees, nominees,
officers, agents or employees of Growth Series personally, but shall only
bind the assets and property of the pertinent Fund(s), as provided in Growth
Series' Declaration of Trust, as amended. The execution and delivery of this
Contract have been authorized by the trustees of Growth Series, and this
Contract has been executed and delivered by an authorized officer of Growth
Series 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 pertinent
Fund(s), as provided in Growth Series' Declaration of Trust, as amended.
XVIII. DURATION AND TERMINATION
This Contract shall continue with respect to each Fund until termination
with respect to that Fund by Growth Series 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
Growth Series 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, Growth Series 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.
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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.
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. GLOBAL GROWTH SERIES
Attest: /s/▇▇▇▇▇▇▇▇ ▇. Wojran By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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G.T. GLOBAL INVESTOR
SERVICES, INC.
Attest: ▇▇▇▇▇▇▇▇ ▇. Wojran By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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