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TRANSFER AGENCY CONTRACT BETWEEN
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G.T. GLOBAL VARIABLE INVESTMENT SERIES
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AND
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G.T. GLOBAL INVESTOR SERVICES, INC.
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This Transfer Agency Contract ("Contract") is made as of February 10,
1993 between G.T. Global Variable Investment Series ("Trust"), a Massachusetts
business trust, and G.T. Global Investor Services, Inc. ("G.T."), 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; and
WHEREAS, the Trust currently operates four separate mutual funds, each
organized as a separate and distinct series of shares of beneficial interest of
the Trust; and
WHEREAS, the Trust 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 the Trust (the Trust's 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 "Fund"); and
WHEREAS, the Trust 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
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The Trust 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
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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.
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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 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 G.T. 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 each
Fund.
(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
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
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(A) As of the date of this Contract, the Trust represents that an
unlimited number of Shares of each Fund are authorized for issuance under the
Trust's Declaration of Trust, as amended. The Trust 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, the Trust 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; the Trust
agrees to notify G.T. immediately if this declaration is terminated, and
thereafter to
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keep G.T. reasonably apprised of the number of Shares registered under the 1933
Act.
IV. COMPLIANCE BY G.T. WITH GOVERNING CORPORATE DOCUMENTS,
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PROSPECTUS AND APPLICABLE LAW AND REGULATION
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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 Commonwealth of Massachusetts
relating to the issuance and transfer of securities such as the Shares.
V. RECORDS
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(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 a Shareholder's account;
(6) information with respect to all tax withholdings; and
(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 the Trust.
(B) The books and records pertaining to the Trust which are in the
possession of G.T. shall be the property of the Trust. G.T. shall prepare and
maintain in complete and accurate form all books and records necessary for it to
serve as transfer agent, registrar, 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
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other applicable Securities Laws, rules and regulations and by state laws and
(b) such books and records as are necessary for G.T. to perform all of the
services it agrees to provide in this Agreement, including but not limited to
the books and records necessary to effect the conversion of Shares, the
calculation of any contingent deferred sales charges and the calculation of
front-end sales charges. The Trust 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 the Trust, copies of any such books and
records shall be provided by G.T. to the Trust or its authorized
representatives, at the Trust's expense.
VI. TRANSACTIONS NOT REQUIRING INSTRUCTIONS
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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
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(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
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(1) The Trust shall supply G.T. 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 G.T. Certificates shall be properly
executed,
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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 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.
(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 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 G.T. by the Trust or the
Distributor.
VII. RELIANCE BY G.T. ON INSTRUCTIONS
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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. The Trust agrees that G.T. shall incur no liability to the Trust in
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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 DISTRIBUTIONS
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(A) The Trust shall furnish G.T. 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, 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 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, 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 the Trust, 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
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(A) Communications to Shareholders. G.T. 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 meetings of shareholders. G.T. 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. G.T. will answer such correspondence from
Shareholders, Agents and others relating to its duties
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hereunder and such other correspondence as may from time to time be mutually
agreed upon by G.T. and the Trust.
X. OTHER ONGOING SERVICES
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As requested by the Trust, G.T. 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 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 the Trust
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 the Trust, G.T. and the Custodian.
XI. COOPERATION WITH ACCOUNTANTS
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G.T. 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 Funds.
XII. CONFIDENTIALITY
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G.T. agrees on behalf of itself and its employees to treat
confidentially all records and other information relative to the
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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 G.T. 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
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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 the Trust and G.T. In addition, as may be agreed to from
time to time by the Trust 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
the Trust 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 the Trust 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
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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. RECEIPTS OF ADVICE
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(A) Advice of the Trust. 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 the Trust
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 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 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 constructed 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.
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XVI. INDEMNIFICATION OF G.T.
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The Trust 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 the Trust;
(B) upon Oral or Written Instructions; or
(C) in the performance by G.T. or its responsibilities under this
Contract;
provided that G.T. shall not be indemnified against any liability to the Trust
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 THE TRUST
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G.T. 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
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
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TRUSTEES OF THE TRUST
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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
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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
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This Contract shall continue with respect to each Fund until
termination with respect to that Fund by the Trust or G.T. on sixty (60) days'
prior written notice.
XX. REGISTRATION AS A TRANSFER AGENT
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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 the Trust 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, the Trust may immediately terminate this Contract, upon
written notice to G.T.
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
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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
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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.
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XXV. MISCELLANEOUS
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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 VARIABLE INVESTMENT
SERIES
/s/ Xxxxx X. Xxxxxxx /s/ F. Xxxxxxxxx Xxxxxxx
Attest: ----------------------------- By: -----------------------------
G.T. GLOBAL INVESTOR
SERVICES, INC.
/s/ Xxxxx X. Xxxxxxx /s/ Xxxxxxx X. XxXxxxxxxx
Attest: ----------------------------- By: -----------------------------
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