TRANSFER AGENCY CONTRACT
BETWEEN
GT GLOBAL SERIES TRUST
AND
GT GLOBAL INVESTOR SERVICES, INC.
This Transfer Agency Contract ("Contract") is made as of August ____,
1997 between GT Global Series Trust ("Trust"), a Massachusetts business trust,
and GT Global Investor Services, Inc. ("GT"), a California corporation.
WHEREAS, the Trust is registered under the Investment Company Act of
1940, as amended ("1940 Act"), as an open-end management investment company;
WHEREAS, GT Global New Dimension Fund ("New Dimension Fund") has been
established as the initial series of the Trust;
WHEREAS, the Trust may from time to time in the future establish one or
more additional series, each organized as a separate and distinct series of
shares of beneficial interest in the Trust (the Trust's existing series and any
series as hereafter may be established are referred to in this Contract as the
"Funds," and may singly be referred to as the "Fund"); and
WHEREAS, the Trust desires to retain GT to act as transfer agent and
dividend disbursing agent to the Funds, and GT 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
-----------
The Trust hereby appoints GT to act as transfer agent and dividend
disbursing agent of the Funds for the period and on the terms set forth in this
Contract. GT accepts such appointment and agrees to render the services herein
set forth, for the compensation herein provided.
II. DEFINITIONS
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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.
(B) "Agent Firm" means an investment, stock brokerage or other business
firm employing an Agent.
(C) "Authorized Person" means any officer of the Trust and any other
person, whether or not any such person is an officer or employee of the Trust,
duly authorized by the Board of Trustees, the President or any Vice President of
the Trust to give Oral and Written Instructions on behalf of the Trust. The
Trust will provide to GT and keep current a written list of all Authorized
Persons.
(D) "Custodian" means the custodian or custodians employed by the Trust
to maintain custody of the Funds' assets.
(E) "Distributor" means the principal underwriter of the Shares of the
Funds.
(F) "Governing Corporate Documents" means the Declaration of Trust,
By-laws and other applicable governing corporate documents of the Trust, all as
may be amended from time to time.
(G) "Oral Instructions" means oral instructions actually received by GT
from an Authorized Person or from a person reasonably believed by GT 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 a Fund.
(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 GT and signed by an Authorized Person.
III. AUTHORIZED AND REGISTERED SHARES
--------------------------------
(A) As of the date of this Contract, the Trust represents that an
unlimited number of Shares of the Funds are authorized for issuance under the
Trust's Declaration of Trust, as amended. The Trust agrees to keep GT apprised,
to the extent necessary for GT to adequately perform its duties hereunder, of
the number of Shares of the Funds authorized for issuance.
IV. COMPLIANCE BY GT WITH GOVERNING CORPORATE DOCUMENTS,
PROSPECTUS AND APPLICABLE LAW AND REGULATION
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All of GT'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 Massachusetts relating
to the issuance and transfer of securities such as the Shares.
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V. RECORDS
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(A) GT 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
a Shareholder's account;
(6) information with respect to all tax withholdings; and
(7) any information required to enable GT to perform any
calculations contemplated or required by this Agreement or that may reasonably
be requested by the Trust.
(B) The books and records pertaining to the Trust which are in the
possession of GT shall be the property of the Trust. GT shall prepare and
maintain in complete and accurate form all books and records necessary for it to
serve as transfer agent, dividend disbursing agent and shareholder servicing
agent to the Trust, including (a) all those records required to be prepared and
maintained by the Trust under the 1940 Act, by other applicable securities laws,
rules and regulations and by state laws and (b) such books and records as are
necessary for GT to perform all of the services it agrees to provide in this
Agreement. The Trust or its authorized representatives shall have access to such
books and records at all times during GT's normal business hours. Upon the
reasonable request of the Trust, copies of any such books and records shall be
provided by GT to the Trust or its authorized representatives, at the Trust's
expense.
VI. TRANSACTIONS NOT REQUIRING INSTRUCTIONS
---------------------------------------
In the absence of contrary Written Instructions, GT 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 GT of a purchase order
for Shares from the Distributor, upon the further receipt by GT of sufficient
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information necessary to enable GT to establish an account, and after
confirmation of receipt of payment for such Shares, GT 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 GT with instructions to transfer Shares on the
books of a Fund, and GT further receives such documentation as is necessary to
process the transfer, GT 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, GT 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) The Trust shall supply GT with a sufficient supply of
certificates representing Shares, in the form approved from time to time by the
Board of Trustees or officers of the Trust, and, from time to time, shall
replenish such supply upon the request of GT. Certificates shall be properly
executed, manually or by facsimile signature, by the duly authorized officers of
the Trust. Notwithstanding the death, resignation or removal of any officer of
the Trust, such executed certificates bearing the manual or facsimile signature
of such officer shall remain valid and may be issued to Shareholders until GT 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 GT.
(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, GT shall issue the requested certificate
and deliver it to the Shareholder in accordance with the Shareholder's
instructions.
(4) GT 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, GT
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, GT shall reduce such Shares to uncertificated
status, while retaining the appropriate registration in the name of the
Shareholder upon the transfer books.
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(C) SPECIAL INVESTMENT AND WITHDRAWAL PLANS. GT shall process
transactions of Shareholders participating in any special investment and/or
withdrawal plans or programs established by the Trust 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 GT by the Trust or the Distributor.
VII. RELIANCE BY GT ON INSTRUCTIONS
------------------------------
Unless otherwise provided in this Contract, GT shall act only upon Oral
or Written Instructions (collectively, "Instructions"). GT shall be entitled to
rely upon any Instructions actually received by it under this Contract. The
Trust agrees that GT shall incur no liability to the Trust in acting upon
Instructions given to GT hereunder, provided that such Instructions reasonably
appear to have been received from an Authorized Person.
VIII. DIVIDENDS AND DISTRIBUTIONS
---------------------------
(A) The Trust shall furnish GT with appropriate evidence of action by
the Trust's 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, GT 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, GT 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 the Trust, GT and the Custodian.
(B) GT 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 the
Trust, GT 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. GT will address and mail all
communications by the Trust 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
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meetings of shareholders. GT will receive and tabulate the proxy cards for
meetings of Shareholders, and, if requested by the Trust, attend meetings of
Shareholders for purposes of reporting on and certifying such tabulations.
(B) CORRESPONDENCE. GT 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 GT and the
Trust.
X. OTHER ONGOING SERVICES
----------------------
As requested by the Trust, GT shall also provide the following services
on an ongoing basis:
(A) Furnish to the Trust or its designated agent such state-by-state
registration reports reasonably necessary to enable the Trust to keep current
the registration of each class of 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.
(D) Provide the Trust with Shareholder lists and such statistical
information as the Trust reasonably may request.
(E) Provide the Custodian with such information as the Trust 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 GT.
(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 the Trust and GT.
(H) Provide to the Custodian timely notification of Share transactions
and such other information as may be agreed upon from time to time by the Trust,
GT and the Custodian.
XI. COOPERATION WITH ACCOUNTANTS
----------------------------
GT shall cooperate with the Trust's 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 Fund.
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XII. CONFIDENTIALITY
---------------
GT 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 the Trust, which approval shall not be unreasonably withheld and may
not be withheld when GT may be exposed to civil or criminal contempt proceedings
for failure to comply, when requested to divulge such information by duly
constituted authorities, or when so requested by the Fund.
XIII. COMPENSATION
------------
Fees payable under this Contract shall be set forth in writing and
attached hereto as Schedule A.
XIV. STANDARD OF CARE
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(A) In the performance of its duties hereunder, GT 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) GT shall be under no duty to take any action on behalf of the Trust
except as specifically set forth herein or as may be specifically agreed to by
GT in writing.
(C) GT shall be responsible and liable for all losses, damages and
costs (including reasonable attorneys fees) incurred by the Trust which is due
to or caused by GT's negligence in the performance of its duties under this
Contract or for GT's negligent failure to perform such duties as are
specifically ascribed to GT in this Contract; provided that, to the extent that
duties, obligations and responsibilities are not expressly set forth in this
Contract, GT shall not be liable for any act or omission which does not
constitute willful misfeasance, bad faith or gross negligence on the part of GT
or reckless disregard by GT 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 GT's duties under this Contract GT 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 GT reasonably
believes to be genuine;
or
(2) delays or errors or loss of data occurring by reason of
circumstances beyond GT's control, including acts of civil or military
authority, national emergencies, labor difficulties, fire, mechanical breakdown,
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earthquake, flood or catastrophe, acts of God, insurrection, war, riots or
failure of the mails, transportation, communication or power supply.
XV. RECEIPTS OF ADVICE
------------------
(A) ADVICE OF THE TRUST. If GT is in doubt as to any action to be taken
or omitted by it, GT may request and shall receive from the Trust directions or
advice, including Oral or Written Instructions where appropriate.
(B) ADVICE OF COUNSEL. If GT is in doubt as to any question of law
involved in any action to be taken or omitted by it, GT may request advice from
counsel of its own choosing (who may also be counsel for the Trust, the
Distributor and/or the investment adviser of the Trust).
(C) CONFLICTING ADVICE. In case of conflict between directions, advice
or Oral or Written Instructions received by GT pursuant to subparagraph (A) of
this Paragraph and advice received by GT pursuant to subparagraph (b) of this
Paragraph, GT shall be entitled to rely on and follow the advice received
pursuant to subparagraph (B) alone.
(D) PROTECTION OF GT
----------------
(1) GT 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 GT, 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 constructed as imposing upon GT 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 GT's properly taking or omitting to take such actions.
XVI. INDEMNIFICATION OF GT
---------------------
The Trust agrees to indemnify and hold harmless GT 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 GT 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 the Trust;
(B) upon Oral or Written Instructions; or
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(C) in the performance by GT or its responsibilities under this
Contract;
PROVIDED that GT shall not be indemnified against any liability to the Trust or
the Shareholders (or any expenses incident to such liability) arising out of
GT'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 THE TRUST
----------------------------
GT agrees to indemnify and hold harmless the Trust 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 GT
that does not meet the standard of care to which GT is subject under Paragraph
XIV of this Contract.
XVIII. LIMITATION OF LIABILITY OF SHAREHOLDERS AND
TRUSTEES OF THE TRUST
-------------------------------------------
It is expressly agreed that the obligations of the Trust hereunder
shall not be binding upon any of the shareholders, Trustees, nominees, officers,
agents or employees of the Trust personally, but shall only bind the assets and
property of the pertinent Fund(s), as provided in the Trust's Declaration of
Trust, as amended. The execution and delivery of this Contract have been
authorized by the Trustees of the Trust, and this Contract has been executed and
delivered by an authorized officer of the Trust 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 the Trust's Declaration of Trust, as
amended.
XIX. DURATION AND TERMINATION
------------------------
This Contract shall continue with respect to each Fund until
termination with respect to that Fund by the Trust or GT on sixty (60) days'
prior written notice.
XX. REGISTRATION AS A TRANSFER AGENT
GT 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. GT agrees that it will promptly notify the
Trust in the event of any material change in its status as a registered transfer
agent. Should GT fail to be registered with the Securities and Exchange
Commission as a transfer agent at any time during the term of this Contract, the
Trust may immediately terminate this Contract, upon written notice to GT.
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XXI. NOTICES
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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.
XXII. 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.
XXIII. AMENDMENTS
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This Contract or any part hereof may be amended only by an instrument
in writing signed by both parties hereto.
XXIV. 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.
XXV. 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.
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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.
GT GLOBAL SERIES TRUST
Attest: ___________________ By: ______________________________
GT GLOBAL INVESTOR
SERVICES, INC.
Attest: __________________ By: ______________________________
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