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