FUND ACCOUNTING AND PRICING AGENT AGREEMENT
This Fund Accounting and Pricing Agent Agreement (the "Agreement"), a
Massachusetts business trust, is made as of __________, 1997, between GT Global
Series Trust (the "Trust"), on behalf of GT Global New Dimension Fund ("Fund"),
and Chancellor LGT Asset Management, Inc. ("Chancellor LGT").
WHEREAS, the Trust is registered under the Investment Company Act of
1940, as amended (the "1940 Act"), as an open-end management investment company;
WHEREAS, the Fund is a series of the Trust and is part of a complex of
investment companies that are managed and/or administered by Chancellor LGT (the
"GT Global Group of Funds"); and
WHEREAS, the Trust desires to retain Chancellor LGT to act as the
Fund's accounting and pricing agent, and Chancellor LGT is willing to act in
such capacities;
NOW, THEREFORE, in consideration of the foregoing and the terms and
conditions hereinafter set forth, the Trust and Chancellor LGT hereby agree as
follows:
SECTION 1. APPOINTMENT. The Trust hereby appoints Chancellor
LGT to act as the Fund's accounting and pricing agent for the period and on the
terms and conditions set forth in this Agreement. Chancellor LGT hereby accepts
such appointment and agrees to render the services set forth for the
compensation herein provided.
SECTION 2. DEFINITIONS. As used in this Agreement and in
addition to the terms defined elsewhere herein, the following terms shall have
the meanings assigned to them in this Section:
(a) "Authorized Person" means any officer of the Fund
and any other person, whether or not any such person is an officer or
employee of the Fund, duly authorized by the Board of Trustees, the
President or any Vice President of the Fund to give Oral and/or Written
Instructions on behalf of the Fund.
(b) "Commission" means the Securities and Exchange
Commission.
(c) "Custodian" means the custodian or custodians
employed by the Fund to maintain custody of the Fund's assets.
(d) "Governing Documents" means the Declaration of
Trust, By-Laws and other applicable charter documents of the Trust, all
as they may be amended from time to time.
(e) "Oral Instruction" means oral instructions
actually received by Chancellor LGT from an Authorized Person or from a
person reasonably believed by Chancellor LGT to be an Authorized
Person, provided that, any Oral Instruction shall be promptly confirmed
by Written Instructions.
(f) "Prospectus" means the current prospectus of the
Fund.
(g) "Shares" means shares of beneficial interest of
the Fund.
(h) "Shareholder" means any owner of Shares.
(i) "Written Instructions" means written instructions
delivered by hand, mail, tested telegram or telex, cable or facsimile
sending device received by Chancellor LGT and signed by an Authorized
Person.
SECTION 3. COMPLIANCE WITH LAWS, ETC. In performing its
responsibilities hereunder, Chancellor LGT shall comply with all terms and
provisions of the Governing Documents, the Prospectus and all applicable state
and federal laws including, without limitation, the 1940 Act and the rules and
regulations promulgated by the Commission thereunder.
SECTION 4. SERVICES. Subject to the supervision and control of
the Trust's Board of Trustees, Chancellor LGT shall provide the following
services to the Fund:
(a) PRICING AGENT. As pricing agent, Chancellor LGT shall:
(1) Obtain security market quotes from services
approved by the investment manager of the Fund or, if such
quotes are unavailable, then obtain such prices from the
investment manager of the Fund or from such sources as the
investment manager may direct, and, in either case, calculate
the market value of the Fund's investments; and
(2) Value the assets of the Fund and compute the net
asset value per Share of the Fund at such dates and times and
in the manner specified in the then currently effective
Prospectus and transmit to the Fund's investment manager.
(b) ACCOUNTING AGENT. As fund accounting agent, Chancellor LGT
shall:
(1) Calculate the net income of the Fund;
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(2) Calculate capital gains or losses for the Fund
from the sale or disposition of assets, if any;
(3) Maintain the general ledger and other accounts,
books and financial records of the Fund, as required under
Section 31(a) of the 1940 Act and the rules promulgated by the
Commission thereunder in connection with the services provided
by Chancellor LGT;
(4) Perform the following functions on a daily basis:
(A) journalize the Fund's investment,
capital share and income and expense activities;
(B) reconcile cash and investment balances
of the Fund with the Custodian and provide the Fund's
investment manager with the beginning cash balance
available for investment purposes and update the cash
availability throughout the day as required by the
investment manager;
(C) verify investment buy/sell trade tickets
received from the Fund's investment manager and
transmit trades to the Fund's Custodian for proper
settlement;
(D) maintain individual ledgers for
investment securities;
(E) maintain historical tax lots for
investment securities;
(F) calculate various contractual expenses
(e.g., advisory and custody fees);
(G) post to and prepare the Fund's statement
of assets and liabilities and statement of
operations; and
(H) monitor expense accruals and notify an
Authorized Person of any proposed adjustments;
(5) Receive and act upon notices, Oral and Written
Instructions, certificates, instruments or other
communications from the Fund's shareholder servicing and
transfer agent;
(6) Assist in the preparation of financial statements
semiannually, which will include the following items:
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(A) schedule of investments;
(B) statement of assets and liabilities;
(C) statement of operations;
(D) changes in net assets;
(E) cash statement; and
(F) schedule of capital gains and losses;
(7) Prepare monthly security transaction listings;
(8) Prepare quarterly broker security transactions
summaries; and
(9) At the reasonable request of the Fund, assist in
the preparation of various reports or other financial
documents required by federal, state and other appropriate
laws and regulations.
SECTION 4A. CALCULATION OF FEES FOR OTHER SERVICE PROVIDERS.
When and if a special servicing agreement or similar agreement ("Special
Servicing Agreement") is entered into among the Trust, Chancellor LGT, GT Global
Investor Services, Inc. and G.T. Investment Funds, Inc. ("Investment Funds"),
Chancellor LGT shall (1) calculate the amount of the Fund's fees and expenses;
(2) calculate the estimated savings to the series of Investment Funds in which
the Fund invests ("Underlying Funds") as a result of the Fund's operations; and
(3) determine the level of excess savings with respect to each Underlying Fund.
When and if the Special Servicing Agreement is in effect, Chancellor LGT shall
deliver proper instructions to each of the Underlying Funds as to the amount of
payments to be made to the Fund's service providers or other persons pursuant to
the Special Servicing Agreement.
SECTION 5. COMPENSATION. Fees payable under this Agreement
shall be set forth in writing and attached hereto as Schedule A.
SECTION 6. RELIANCE BY CHANCELLOR LGT ON INSTRUCTIONS. Unless
otherwise provided in this Agreement, Chancellor LGT shall act only upon Oral or
Written Instructions. Chancellor LGT shall be entitled to rely upon any such
Instructions actually received by it under this Agreement. The Fund agrees that
Chancellor LGT shall incur no liability to the Fund in acting upon Oral or
Written Instructions given to Chancellor LGT hereunder, provided that, such
Instructions reasonably appear to have been received from an Authorized Person.
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SECTION 7. COOPERATION WITH AGENTS OF THE FUND. Chancellor LGT
shall cooperate with the Fund's agents and employees, including, without
limitation, their independent accountants, and shall take all reasonable action
in the performance of its obligations under this Agreement to assure that all
necessary information is made available to such agents to the extent necessary
in the performance of their duties to the Fund.
SECTION 8. CONFIDENTIALITY. Chancellor LGT, on behalf of
itself and its employees, agrees to treat confidentially all records and other
information relating to the Fund except when requested to divulge such
information by duly constituted authorities provided that notification and prior
approval is obtained from the Fund, which approval shall not be unreasonably
withheld and may not be withheld if Chancellor LGT, in its judgment, may be
subject to civil or criminal contempt proceedings for failure to comply.
SECTION 9. STANDARD OF CARE. In the performance of its
responsibilities hereunder, Chancellor LGT shall exercise care and diligence in
the performance of its duties and act in good faith and use its best efforts to
ensure the accuracy and completeness of all services under this Agreement. In
performing services hereunder, Chancellor LGT:
(a) shall be under no duty to take any action on
behalf of the Fund except as specifically set forth herein or as may be
specifically agreed to by Chancellor LGT in writing, and in computing
the net asset value per Share of the Fund, Chancellor LGT may rely upon
any information furnished to it including, without limitation,
information (1) as to the accrual of liabilities of the Fund and as to
liabilities of the Fund not appearing on the books of account kept by
Chancellor LGT, (2) as to the existence, status and proper treatment of
reserves, if any, authorized by the Fund, (3) as to the sources of
quotations to be used in computing net asset value, (4) as to the fair
value to be assigned to any securities or other property for which
price quotations are not readily available and (5) as to the sources of
information with respect to "corporate actions" affecting portfolio
securities of the Fund (information as to "corporate actions" shall
include information as to dividends, distributions, interest payments,
prepayments, stock splits, stock dividends, rights offerings,
conversions, exchanges, recapitalizations, mergers, redemptions, calls,
maturity dates and similar actions, including ex-dividend and record
dates and the amounts and terms thereof);
(b) shall be responsible and liable for all losses,
damages and costs (including reasonable attorneys' fees) incurred by
the Fund which is due to or caused by Chancellor LGT's negligence in
the performance of its duties under this Agreement or for Chancellor
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LGT's negligent failure to perform such duties as are specifically
assumed by Chancellor LGT in this Agreement, provided that, to the
extend that duties, obligations and responsibilities are not expressly
set forth in this Agreement, Chancellor LGT shall not be liable for any
act or omission that does not constitute willful misfeasance, bad faith
or negligence on the part of Chancellor LGT or reckless disregard by
Chancellor LGT of such duties, obligations and responsibilities; and
(c) without limiting the generality of the foregoing,
Chancellor LGT shall not, in connection with Chancellor LGT's
duties under this Agreement, be under any duty or obligation
to inquire into and shall not be liable for or in respect of:
(1) the validity or invalidity or authority
or lack of authority of any Oral or Written
Instruction, notice or other instrument which
conforms to the applicable requirements of this
Agreement, if any and that Chancellor LGT reasonably
believes to be genuine; and
(2) delays or errors or loss of data
occurring by reason of circumstances beyond
Chancellor LGT's control including, without
limitation, acts of civil or military authorities,
national emergencies, labor difficulties, fire,
mechanical breakdown, denial of access, earthquake,
flood or catastrophe, acts of God, insurrection, war,
riots, or failure of the mails, transportation,
communication or power supply.
Notwithstanding any other provisions of this Agreement, the following provisions
shall apply with respect to Chancellor LGT's computation of the Fund's net asset
value: Chancellor LGT shall be held to the exercise of reasonable care in
computing and determining net asset value as provided in Section 4(a), above,
but shall not be held accountable or liable for any losses, damages or expenses
of the Fund or any Shareholder or former Shareholder may incur arising from or
based upon errors or delays in the determination of such net asset value unless
such error or delay was due to Chancellor LGT's negligence or willful
misfeasance in the computation and determination of such net asset value. The
parties hereto acknowledge, however, that Chancellor LGT causing an error or
delay in the determination of net asset value may, but does not in an of itself,
constitute negligence or willful misfeasance. In no event shall Chancellor LGT
be liable or responsible to the Fund or any other party for any error or delay
which continued or was undetected after the date of an audit of the Fund
performed by the certified public accountants employed by the Fund if, in the
exercise of reasonable care in accordance with generally accepted accounting
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principles, such accountants should have become aware of such error or delay in
the course of performing such audit. Chancellor LGT's liability for any such
negligence or willful misfeasance which results in an error in determination of
such net asset value shall be limited to the direct out-of-pocket loss the Fund
and/or any Shareholder or former Shareholder shall actually incur.
Without limiting the generality of the foregoing, Chancellor
LGT shall not be held accountable or liable to the Fund, a Shareholder or former
Shareholder or any other person for any delays or losses, damages or expenses
any of them may suffer or incur resulting from (1) Chancellor LGT's failure to
receive timely and suitable notification concerning quotations, corporate
actions or similar matters relating to or affecting portfolio securities of the
Fund or (2) any errors in the computation of a net asset value based upon or
arising out of quotations or information as to corporate actions if received by
Chancellor LGT from a source that Chancellor LGT was authorized to rely upon.
Nevertheless, Chancellor LGT will use its best judgment in determining whether
to verify through other sources any information that it has received as to
quotations or corporate actions if Chancellor LGT has reason to believe that any
such information is incorrect.
SECTION 10. RECEIPT OF ADVICE. If Chancellor LGT is in doubt
as to any action to be taken or omitted by it, Chancellor LGT may request, and
shall be entitled to rely upon, directions and advice from the Fund, including
Oral or Written Instructions where appropriate, or from counsel of its own
choosing (who may also be counsel for the Fund), with respect to any question of
law. In case of conflict between directions, advice or Oral and Written
Instructions received by Chancellor LGT pursuant to this Section, Chancellor LGT
shall be entitled to rely on and follow the advice received from counsel as
described above. Chancellor LGT shall be protected in any action or in action
that it takes in reliance on any directions, advice or Oral or Written
Instructions received pursuant to this Section that Chancellor LGT, after the
receipt of the same, in good faith believes to be consistent with such
directions, advice or Oral or Written Instructions, as the case may be.
Notwithstanding the foregoing, nothing in this Section shall be construed as
imposing on Chancellor LGT any obligation to seek such directions, advice or
Oral or Written Instruction, or to act in accordance with them when received,
unless the same is a condition to Chancellor LGT's properly taking or omitting
to take such action under the terms of this Agreement.
SECTION 11. INDEMNIFICATION OF CHANCELLOR LGT. The Fund
agrees, separately and not jointly, to indemnify and hold harmless Chancellor
LGT and its officers, directors, employees, nominees and subcontractors, if any,
from all taxes, charges, expenses, assessments, claims and liabilities,
including, without limitation, liabilities arising under the 1940 Act, the
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Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as
amended, the Commodities Exchange Act and any state or foreign securities or
blue sky laws, and expenses, including, without limitation, reasonable
attorneys' fees and disbursements, arising directly or indirectly from any
action or thing that Chancellor LGT takes or omits to take or do:
(a) at the request or on the direction of or in reliance upon
the advice of the Fund;
(b) upon Oral or Written Instructions; or
(c) in the performance by Chancellor LGT of its
responsibilities under this Agreement;
provided that, Chancellor LGT shall not be indemnified against any liability to
the Fund, or any expenses incident thereto, arising out of Chancellor LGT'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 Agreement.
SECTION 12. INDEMNIFICATION OF THE FUND. Chancellor LGT agrees
to indemnify and hold harmless the Fund and its officers, trustees, and
employees, from all taxes, charges, expenses, assessments, claims and
liabilities, including, without limitation, liabilities arising under the 1940
Act, the Securities Act of 1933, as amended, the Securities Exchange Act of
1934, as amended, the Commodities Exchange Act and any state or foreign
securities or blue sky laws, and expenses, including, without limitation,
reasonable attorneys' fees and disbursements, arising directly or indirectly
from any action or omission of Chancellor LGT that does not meet the standard of
care to which Chancellor LGT is subject under Section 9, above.
SECTION 13. LIMITATION OF LIABILITY OF SHAREHOLDERS AND
TRUSTEES OF THE TRUST. It is expressly agreed that the obligations of the Trust
hereunder shall not be binding upon any of the shareholders, trustees, officers,
nominees, agents or employees of the Trust personally, but shall only bind the
assets and property of the Fund, as provided in the Governing Documents. The
execution and delivery of this Agreement has been authorized by the Board of
Trustees of the Trust, and this Agreement has been executed and delivered by an
authorized officer of the Trust acting as such, and neither such authorization
by the Board of 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 Fund as provided in the Governing Documents.
SECTION 14. DURATION AND TERMINATION. This Agreement shall
continue until termination is effected by the Fund or Chancellor LGT upon sixty
days' prior written notice to the other. In the event of the "assignment" of
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this Agreement within the meaning of the 1940 Act, this Agreement shall
terminate automatically.
SECTION 15. NOTICES. All notices and other communications
hereunder, including Written Instructions, shall be in writing or by confirming
telegram, cable, telex or facsimile sending device. Notices with respect to a
party shall be directed to such address as may from time to time be designated
by that party to the other.
SECTION 16. FURTHER ACTIONS. The Trust and Chancellor LGT
agree to perform such further acts and to execute such further documents as may
be necessary or appropriate to effect the purposes of this Agreement.
SECTION 17. AMENDMENTS. This Agreement, or any part thereof,
may be amended only by an instrument in writing signed by the Trust and
Chancellor LGT.
SECTION 18. COUNTERPARTS. This Agreement may be executed in
two or more counterparts, each of which shall be deemed an original, but all of
which together constitute one and the same instrument.
SECTION 19. MISCELLANEOUS. This Agreement embodies the entire
agreement and understanding between the Trust and Chancellor LGT and supersedes
all prior agreements and understandings relating to the subject matter hereof,
provided that the Trust and Chancellor LGT may embody in one or more separate
documents their agreement or agreements with respect to such matters that this
Agreement provides may be later agreed to by and among the Trust and Chancellor
LGT from time to time. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. This
Agreement shall be governed by and construed in accordance with California law.
If any provision of this Agreement shall be held or made invalid by a court
decision, statute, rule or otherwise, the remainder of this Agreement shall not
be affected thereby. This Agreement shall be binding upon and shall inure to the
benefit of the Trust and Chancellor LGT and their respective successors.
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IN WITNESS WHEREOF, the Trust and Chancellor LGT have caused
this Agreement to be executed by their officers designated below as of this day,
month and year first above written.
GT GLOBAL SERIES TRUST
Attest:____________________ By: ____________________________
CHANCELLOR LGT ASSET MANAGEMENT, INC.
Attest:____________________ By: ____________________________
