SERVICES AGREEMENT
THIS AGREEMENT, dated as of November 1, 2001, between Gartmore SA Capital
Trust (formerly Villanova SA Capital Trust) (the "Company"), having its
principal place of business at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇; and BISYS Fund Services Ohio, Inc. ("BISYS"), an Ohio corporation
organized under the laws of the State of Ohio and having its principal place of
business at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, combines, amends and
restates the terms of the Sub-Administration Agreement dated as of September 1,
1999 and subsequently amended, between the Company and BISYS, and the
Sub-Transfer Agency Agreement dated as of September 1, 1999 and subsequently
amended, between the Company's subsidiary, Gartmore Investors Services, Inc.
(formerly Nationwide Investors Services, Inc.), and BISYS.
WHEREAS, the Company is a Delaware business trust registered as an
investment adviser under the Investment Advisers Act of 1940, as amended,
managing and supervising the daily administration of Nationwide Mutual Funds, an
Ohio business trust, and Nationwide Separate Account Trust, a Massachusetts
business trust (each a "Trust," and collectively, the "Trusts"). Each Trust is
an open-end management investment company registered under the Investment
Company Act of 1940, as amended (the "1940 Act"), consisting of several series
portfolios of open-end mutual funds, as now in existence and listed on Schedule
A hereto, or as hereafter may be established from time to time (each a "Fund,"
and collectively, the "Funds"), offering shares of beneficial interest
("Shares") in one or more classes;
WHEREAS, Gartmore Investors Services, Inc., an Ohio corporation having its
principal place of business at Three Nationwide Plaza, Columbus, Ohio 43215 (the
"Subsidiary"), is a wholly-owned subsidiary of the Company, and manages and
supervises the daily transfer agency, dividend disbursing and shareholder
servicing of the Funds;
WHEREAS, the Company and BISYS entered into a Sub-Administration Agreement
dated as of September 1, 1999, whereby BISYS agreed to act as sub-administrator
and sub-fund accountant and in that capacity provide certain administration and
fund accounting services for the Trusts and Funds;
WHEREAS, the Sub-Administration Agreement dated as of September 1, 1999 was
amended by Amendment Nos. 1 through 5 thereto, under which, among other things,
BISYS agreed to provide certain (i) broker-dealer services for Gartmore
Distribution Services, Inc., Villanova Securities, Inc. and Nationwide
Securities, Inc. (formerly Nationwide Advisory Services, Inc.) (collectively,
the "Broker-Dealer Affiliates"); (ii) performance related services for
Nationwide Global Funds and its sub-funds registered in Luxembourg as UCITs (the
"SICAV Funds") and (iii) federal and state investment adviser registration
services with respect to the Company, and its investment advisory affiliates
Gartmore Mutual Fund Capital Trust, NorthPointe Capital LLC, Gartmore Capital
Management, Inc., Corviant Corporation, Gartmore Global Asset Management Trust,
Nationwide Securities, Inc. and Gartmore Global Partners (collectively, the
"Investment Advisor Affiliates," and together with the Broker-Dealer Affiliates
and the SIVAC Funds, the "Related Entities") (as so amended, the
"Sub-Administration Agreement");
WHEREAS, the Subsidiary and BISYS entered into a Sub-Transfer Agency Agreement
dated as of September 1, 1999, whereby BISYS agreed to act as sub-transfer agent
and in that capacity provide certain transfer agency services for the Trusts and
Funds, which Sub-Transfer Agency Agreement was amended by Amendment Nos. 1
through 3 thereto (as so amended, the "Sub-Transfer Agency Agreement," and
collectively with the Sub-Administration Agreement, the "Services Agreements");
WHEREAS, the Company desires that BISYS continue to perform administration,
fund accounting, transfer agency, broker-dealer, performance related and
investment adviser registration services, and BISYS is willing to perform the
Services, as defined herein, on the terms and conditions set forth in this
Agreement; and
WHEREAS, the Company and BISYS wish to restate the particular terms under
which BISYS performs the Services, and wish to incorporate such terms into a
single agreement which amends and restates the terms of the Service Agreements.
NOW, THEREFORE, in consideration of the premises and the covenants
hereinafter contained, and intending to be legally bound, the Company and BISYS
hereby agree as follows:
ARTICLE 1. Retention of BISYS. The Company hereby retains BISYS to (1)
act as the sub-administrator, sub-accountant, and sub-transfer agent of the
Trusts and each of the Funds and to furnish the Trusts and each of the Funds
with the administrative, fund accounting, and transfer agency services set forth
in Article 2 (items A. through C.) below and Schedules B, C and D (collectively,
the "Fund Services"); and (2) provide the broker-dealer, performance related and
investment adviser registration services set forth in Article 2 (items D.
through F.) below and Schedules E and F (collectively, the "Supplemental
Services"). When used without additional qualification the term "Services"
means any and all Fund Services and Supplemental Services subject to this
Agreement. BISYS and the Company hereby agree that BISYS will perform Services
upon the terms set forth in this Agreement.
BISYS shall, for all purposes herein, be deemed to be an independent
contractor and, unless otherwise expressly provided or authorized, shall have no
authority to act for or represent the Company, the Trusts or the Funds in any
way and shall not be deemed an agent of the Company, the Trusts or the Funds.
ARTICLE 2. Services.
A. Administrative Services. On behalf of the Trusts and each of the
Funds, BISYS will investigate, assist in the selection of and conduct
relations with custodians, depositories, accountants, legal counsel,
underwriters, brokers and dealers, corporate fiduciaries, insurers,
banks and persons in any other capacity deemed to be necessary or
desirable for the Trusts' and each of the Funds' operations as agreed
upon by BISYS and the Company. In addition, BISYS shall provide the
Board of Directors of the managing unitholder of the Company, Gartmore
Capital, Inc. (formerly Villanova Capital, Inc.), and the Board of
Trustees of each Trust (the "Board") with such reports regarding
investment performance as it may reasonably request but shall have no
responsibility for supervising the performance by any investment
adviser or sub-adviser of its responsibilities.
BISYS shall provide the Trusts and each of the Funds with all
necessary office space, equipment, personnel, compensation and
facilities (including facilities for the Trusts' shareholders' and
Board meetings to the extent the Company so requests) for rendering
the sub-administration services described hereunder and such other
ancillary services as BISYS shall, from time to time, determine to be
necessary to perform its obligations as sub-administrator under this
Agreement. In addition, at the request of the Company or Board, BISYS
shall make reports to the Company and the Board concerning the
performance of such obligations hereunder.
Without limiting the generality of the forgoing, BISYS shall perform
the administrative services described in Schedule B in connection with
the operations of the Trusts and each of the Funds. BISYS shall
perform such other sub-administrative services for the Trusts and each
of the Funds that are mutually agreed upon by the parties from time to
time. Such services may include various regulatory consulting and
other services, for which the Company will pay BISYS the amounts
agreed upon separately by BISYS and the Company.
B. Fund Accounting Services. BISYS shall perform for the Trusts the fund
accounting services described in Schedule C. BISYS shall also perform
such special accounting services, and furnish such reports, for the
Trusts and the Funds to the extent agreed upon by the parties from
time to time, for which the Company will pay the amounts agreed upon
by BISYS and the Company. Except as explicitly set forth herein
(including Schedule C), BISYS shall perform only such additional
services as are provided on an amendment to this Agreement, in
consideration of such fees as the parties hereto may agree.
C. Transfer Agency Services. BISYS shall perform for the Trusts the
transfer agency services described in Schedule D. BISYS also agrees to
perform such special services incidental to the performance of the
services enumerated therein as agreed to by the parties from time to
time. Except as explicitly set forth herein (including Schedule D),
BISYS shall perform only such additional services as are provided on
an amendment to this Agreement, in consideration of such fees as the
parties hereto may agree.
D. Broker-Dealer Services. BISYS shall perform for the Broker-Dealer
Affiliates the broker-dealer services described in Schedule E. BISYS
also agrees to perform such special services incidental to the
performance of the services enumerated therein as agreed to by the
parties from time to time. Except as explicitly set forth herein
(including Schedule E), BISYS shall perform only such additional
services as are provided on an amendment to this Agreement, in
consideration of such fees as the parties hereto may agree.
E. Performance Related Services. BISYS shall calculate performance data
of the SICAV Funds as requested by the Company, including all standard
performance calculations, and disseminate the performance data to
information services covering the investment company industry and
other appropriate parties that are designated by the Company. BISYS
also agrees to perform such special services incidental to the
performance of such services as agreed to by the parties from time to
time. Except as explicitly set forth herein, BISYS shall perform only
such additional services as are provided on an amendment to this
Agreement, in consideration of such fees as the parties hereto may
agree.
F. Investment Adviser Registration Services. BISYS shall perform for the
Investment Advisory Affiliates the investment adviser registration
services described in Schedule F. BISYS also agrees to perform such
special services incidental to the performance of the services
enumerated therein as agreed to by the parties from time to time.
Except as explicitly set forth herein (including Schedule F), BISYS
shall perform only such additional services as are provided on an
amendment to this Agreement, in consideration of such fees as the
parties hereto may agree.
G. Certain Deadlines and Financial Penalties. From time to time, the
Company may propose certain deadlines and financial penalties
applicable to BISYS's provision of the Services or certain aspects of
the Services, and such service standards shall be set forth as
Schedule H to this Agreement. Notwithstanding the effective date of
this Agreement, Schedule H may bear a different effective date, in
which case such Schedule shall be in effect commencing on such
effective date and continuing for the remaining term of this Agreement
or until subsequently amended upon mutual agreement of the parties.
During any period for which Schedule H is effective, BISYS agrees to
perform the relevant Services in accordance with and otherwise comply
with the provisions set forth in Schedule H. However, such standards,
deadlines or financial penalties shall not be used in the construction
of the parties' rights and obligations under other provisions of this
Agreement, and any failure by BISYS to meet a particular deadline or
other requirement set forth in Schedule H, or its determination in a
particular instance to pay a financial or other penalty provided for
therein, shall be without prejudice to BISYS and shall not be
construed as an admission or as a waiver of any rights of BISYS
generally under this Agreement.
ARTICLE 3. Subcontracting. BISYS may at its expense subcontract with any
entity or person concerning the provision of the Services; provided, however,
that BISYS shall not be relieved of any of its obligations under this Agreement
by the appointment of such subcontractor and provided further, that BISYS shall
be responsible, to the extent provided in Article 7 hereof, for all acts of such
subcontractor as if such acts were its own including any payment for services
provided by sub-contractor.
ARTICLE 4. Compliance with Governing Documents and Law. In the
performance of its duties and obligations under the Agreement involving Fund
Services, BISYS shall act in conformity with the Trusts' Declaration of Trust
and Bylaws, will safeguard and promote the welfare of the Trusts, and will
comply with the instructions and directions received from the Board, provided
that such instructions or directions are not in conflict with the terms of this
Agreement, the Trusts' governing documents, or any applicable laws.
Except for the obligations of BISYS explicitly set forth in this Agreement,
the Company assumes full responsibility for its compliance with all laws, rules
and regulations of governmental authorities having jurisdiction over it, the
Related Entities and/or the Trusts, including, the preparation and contents of
each registration statement of the Trusts and amendment thereto, and the
preparation, contents and distribution of each prospectus of the Funds and the
compliance of the same with all applicable requirements of the Securities Act of
1933, as amended (the "Securities Act"), the 1940 Act and any other laws, rules
and regulations of any other governmental authorities having jurisdiction.
BISYS shall have no obligation to take cognizance of any laws relating to the
sale of the Funds' shares. The Company represents and warrants that no shares
of a Fund will be offered to the public by the Company unless covered by an
effective registration statement filed by the relevant Trust under the
Securities Act and the 1940 Act.
ARTICLE 5. Allocation of Charges and Expenses.
(a) BISYS. BISYS shall furnish at its own expense the executive,
supervisory and clerical personnel necessary to perform its
obligations under this Agreement. BISYS shall also provide the items
which it is obligated to provide under this Agreement, and shall pay
all compensation, if any, of officers of the Trusts and Trustees of
the Trusts who are affiliated persons of BISYS or any affiliated
corporation of BISYS. Unless otherwise specifically provided in this
Agreement, BISYS shall not be obligated to pay the compensation of any
employee of the Trusts or other person retained by the Board or the
Company to perform services on behalf of the Trusts.
(b) The Company. The Company (or the Trusts, as may be appropriate),
assumes and shall pay or cause to be paid all other expenses of the
Trusts not otherwise allocated herein, including, without limitation,
organization costs, taxes, expenses for legal and auditing services,
the expenses of preparing (including typesetting), printing and
mailing reports, prospectuses, statements of additional information,
proxy solicitation material and notices to existing shareholders, all
expenses incurred in connection with issuing and redeeming Shares, the
costs of obtaining securities pricing information, the costs of
custodial services, the cost of initial and ongoing registration of
the Shares under Federal and state securities laws, fees and
out-of-pocket expenses of Trustees who are not affiliated persons of
BISYS or any affiliated corporation of BISYS, insurance and fidelity
bond premiums and related expenses, interest, brokerage costs,
litigation, and other extraordinary or nonrecurring expenses, all fees
and charges of the investment advisers to the Trusts, and any amounts
payable as Rule 12b-1 fees.
ARTICLE 6. Compensation of BISYS.
(a) Services Fee.
(i) Administration, Fund Accounting and Transfer Agency Services. For
the Fund Services to be rendered, and the facilities furnished
and the expenses assumed by BISYS pursuant to this Agreement in
connection with the Fund Services, the Company shall pay to BISYS
compensation at an annual rate as specified in Schedule A
attached hereto. Such compensation shall be calculated and
accrued daily, and paid to BISYS monthly.
If this Agreement becomes effective subsequent to the first day
of a month or terminates before the last day of a month, BISYS'
compensation for that part of the month in which this Agreement
is in effect shall be prorated in a manner consistent with the
calculation of the fees as set forth above. Payment of BISYS'
compensation for the preceding month shall be made promptly.
(ii) Broker-Dealer, Performance Related and Investment Adviser
Registration Services. For the Supplemental Services to be
rendered and the expenses assumed by BISYS pursuant to this
Agreement in connection with the Supplemental Services rendered
to the Related Entities, the Company will be billed monthly by
BISYS for the fees as specified in Schedule G, and such fees will
be paid by the Company within thirty (30) days of the receipt of
the monthly invoice.
(b) Reimbursement of Expenses. In addition to expenses payable by the
Company or the Trusts under Article 5(b), the Company shall also
reimburse BISYS for its reasonable out-of-pocket expenses, including
the following:
(i) All freight and other delivery and bonding charges incurred by
BISYS in delivering materials to and from the Trusts and in
delivering all materials to shareholders;
(ii) All direct telephone, telephone transmission and telecopy or
other electronic transmission and remote system access expenses
incurred by BISYS in communication with the Company, the Trusts'
investment adviser or custodian, dealers or others as required
for BISYS to perform the Services;
(iii) The cost of obtaining security and issuer information;
(iv) The cost of CD-ROM, microfilm or microfiche and storage of
records or other materials and data;
(v) All systems-related mutually agreed to expenses associated with
the provision of interfaces, and special reports and services;
(vi) Costs of postage, bank services, couriers, stock computer paper,
statements, labels, letterhead, envelopes, checks, checkbooks,
deposit tickets, reports, letters, tax forms, proxies, notices or
other form of printed material which shall be required by BISYS
for the performance of the services to be provided hereunder,
including print production charges incurred;
(vii) All copy charges;
(viii) The reasonable travel and lodging expenses incurred by officers
and employees of BISYS in connection with attendance at Board
meetings;
(ix) Any expenses BISYS shall incur at the written direction of the
Company or an officer of the Trusts thereunto duly authorized;
and
(x) Any additional expenses reasonably incurred by BISYS in the
performance of its duties and obligations under this Agreement.
(c) Survival of Compensation Rights. All rights of compensation and
reimbursement under this Agreement for services performed and expenses
incurred as of the termination date shall survive the termination of
this Agreement.
ARTICLE 7. Limitation of Liability of BISYS / Indemnification. The duties
of BISYS shall be confined to those expressly set forth herein, and no implied
duties are assumed by or may be asserted against BISYS hereunder. BISYS shall
not be liable for any error of judgment or mistake of law or for any loss
arising out of any act or omission in carrying out its duties hereunder, except
a loss resulting from willful misfeasance, bad faith or negligence in the
performance of its duties, or by reason of reckless disregard of its obligations
and duties hereunder. (As used in this Article 7, the term "BISYS" shall
include directors, officers, employees and other agents of BISYS, including
affiliates of BISYS, as well as BISYS itself.) BISYS assumes no responsibility
hereunder, and shall not be liable, for any damages, loss of data, delay or
other loss whatsoever caused by events beyond its reasonable control.
So long as BISYS acts in good faith and without negligence in the
performance of its duties, the Company assumes full responsibility and shall
indemnify BISYS and hold it harmless from and against any and all actions, suits
and claims, whether groundless or otherwise, and from and against any and all
losses, damages, costs, charges, reasonable counsel fees and disbursements,
payments, expenses and liabilities (including reasonable investigation expenses)
arising directly or indirectly out of BISYS's actions taken or nonactions with
respect to the performance of Services hereunder, or based, if applicable, upon
reasonable reliance on information, records, instructions or requests given or
made to BISYS by a duly authorized representative of a Trust or the Company. By
way of clarification, and not by limitation, the foregoing references to actions
taken by BISYS which are subject to indemnification hereunder shall include the
processing of certain purchase orders upon receipt and dispersing of payments to
fund and annuity accounts, at the request of the Company, in connection with
mutual fund and annuity contract purchase transactions, without having
determined that the draft that was tendered for payment was drawn on good funds.
The indemnity and defense provisions set forth herein shall indefinitely survive
the termination of this Agreement.
The rights hereunder shall include the right to reasonable advances of
defense expenses in the event of any pending or threatened litigation with
respect to which indemnification hereunder may ultimately be merited. In order
that the indemnification provision contained herein shall apply, however, it is
understood that if in any case the Company may be asked to indemnify or hold
BISYS harmless, the Company shall be fully and promptly advised of all pertinent
facts concerning the situation in question, and it is further understood that
BISYS will use all reasonable care to identify and notify the Company promptly
concerning any situation which presents or appears likely to present the
probability of such a claim for indemnification against the Company, but failure
to do so in good faith shall not affect the rights of BISYS hereunder.
The Company shall be entitled to participate at its own expense or, if it
so elects, to assume the defense of any suit involving the assertion of a claim
or claims subject to this indemnity provision. If the Company elects to assume
the defense of any such claim, the defense shall be conducted by counsel chosen
by the Company and satisfactory to BISYS, whose approval shall not be
unreasonably withheld. In the event that the Company elects to assume the
defense of any suit and retain counsel, BISYS shall bear the fees and expenses
of any additional counsel retained by it. If the Company does not elect to
assume the defense of a suit, it will reimburse BISYS for the reasonable fees
and expenses of any counsel retained by BISYS.
BISYS may apply to the Company at any time for instructions and may consult
counsel for the Trusts or its own counsel and may consult with accountants and
other experts with respect to any matter arising in connection with BISYS'
duties, and BISYS shall not be liable or accountable for any action taken or
omitted by it in good faith in accordance with such instruction or with the
opinion of any such counsel, accountants or other experts. By way of example,
and not by limitation of the foregoing, BISYS shall notify the Company at any
time BISYS believes that it is in need of the advice of counsel (other than
counsel in the regular employ of BISYS or any affiliated companies) with regard
to BISYS' responsibilities and duties pursuant to this Agreement. After so
notifying the Company, BISYS at its discretion, shall be entitled to seek,
receive and act upon advice of legal counsel of its choosing, and BISYS shall in
no event be liable for any action reasonably taken pursuant to such advice. The
fees of such counsel shall be paid by BISYS unless (i) the matter or issue
addressed is one that could properly by paid for by the relevant Trust, (ii)
counsel to the relevant Trust declines or fails to render legal advice that may
be relied upon by BISYS as to such matter or issue after being presented with an
opportunity to render such advice, and (iii) the matter or issue to be addressed
did not arise due to the fault of BISYS in the exercise of its obligations under
this Agreement.
Also, BISYS shall be protected in acting upon any document that is received
from the Company or the Trusts which BISYS reasonably believes to be genuine and
to have been signed or presented by the proper person or persons. BISYS will
not be held to have notice of any change of authority of any officers, employees
or agents of the Company or the Trusts until receipt of written notice thereof
from the Company.
ARTICLE 8. Activities of BISYS. The services of BISYS rendered to the
Company and the Trusts are not to be deemed to be exclusive. BISYS is free to
render such services to others and to have other businesses and interests. It
is understood that directors, officers, employees and shareholders of the
Company and the Trusts are or may be or become interested in BISYS, as officers,
employees or otherwise and that directors, officers and employees of BISYS and
its counsel are or may be or become similarly interested in the Company and the
Trusts, and that BISYS may be or become interested in the Company and the Trusts
as a Shareholder or otherwise.
ARTICLE 9. Term of this Agreement. Notwithstanding the date of execution
of this Agreement, the parties intend this Agreement to be effective on and from
November 1, 2001, and shall remain in effect through August 31, 2004 ("Initial
Term"). Thereafter, unless otherwise terminated as provided herein, this
Agreement shall automatically be renewed in its entirety for successive one-year
periods ("Rollover Periods").
(a) Termination Provisions Governing Fund Services. The provisions of this
section 9(a), as well as section 9(c), govern the termination of this
Agreement as it relates to Fund Services. This Agreement may be
terminated as to the Fund Services without further obligation under
this Agreement (except as otherwise specifically provided herein, such
as in Articles 6(c), 7, 9(c) and 16) as follows: (i) by provision of a
notice of nonrenewal in the manner set forth below, (ii) by mutual
agreement of the parties or (iii) for "cause," as defined below, upon
the provision of sixty (60) days advance written notice by the party
alleging cause. Written notice of nonrenewal must be provided at least
sixty (60) days prior to the end of the Initial Term or any Rollover
Period, as the case may be. Notwithstanding the foregoing, on or after
August 31, 2002, the Company may terminate this Agreement in its
entirety, without further obligation, by providing a written notice to
BISYS specifying a termination date at least two hundred seventy (270)
days following the date the written notice is given to BISYS, in
accordance with the provisions below.
For purposes of this Agreement, "cause" shall mean (i) willful misfeasance,
bad faith, gross negligence or reckless disregard on the part of the party to be
terminated with respect to its obligations and duties set forth herein related
to Fund Services; (ii) a material breach of this Agreement related to Fund
Services that has not been remedied for thirty (30) days following written
notice of such breach from the non-breaching party; (iii) a final, unappealable
judicial, regulatory or administrative ruling or order in which the party to be
terminated has been found guilty of criminal or unethical behavior in the
conduct of its business; or (iv) financial difficulties on the part of the party
to be terminated which are evidenced by the authorization or commencement of, or
involvement by way of pleading, answer, consent or acquiescence in, a voluntary
or involuntary case under Title 11 of the United States Code, as from time to
time is in effect, or any applicable law, other than said Title 11, of any
jurisdiction relating to the liquidation or reorganization of debtors or to the
modification or alteration of the rights of creditors. The Company
acknowledges and agrees that it may not terminate this Agreement in relation to
Fund Services for "cause" unless the underlying basis for "cause" relates to
Fund Services or is premised upon an event described in clauses (iii) or (iv) of
this paragraph, above, in relation to BISYS.
Except for termination as a result of nonrenewal, mutual agreement of the
parties, or "cause," as defined above, if the Company terminates this Agreement
with respect to Fund Services, replaces BISYS as
sub-administrator/sub-accountant/sub-transfer agent, or adds a third party to
perform all or a part of the Fund Services to be provided by BISYS under this
Agreement (excluding any sub-contractor appointed by BISYS), the terms and
conditions set forth in sub-paragraphs (A) or (B) below shall apply:
(A) If (i) the termination of BISYS as provider of Fund Services, (ii) the
replacement of BISYS as sub-administrator, sub-fund accountant or
sub-transfer agent, or (iii) the addition of a third party to perform
all or a part of the Fund Services to be provided by BISYS under this
Agreement (a "Termination Event") occurs prior to August 31, 2002, the
Company must provide at least three hundred sixty (360) days' advance
written notice to BISYS prior to the effective date of the Termination
Event. In such event, the Company shall make a one-time cash payment
(in addition to all amounts due to BISYS under the terms of this
Agreement during the three hundred sixty (360) day notice period), in
consideration of the fee structure and services to be provided under
this Agreement, and not as a penalty, to BISYS equal to such portion
of the transfer fee paid by BISYS under the terms of that certain
agreement dated as of September 1, 1999, between the Company and BISYS
(covering, among other things, the transfer of certain employees to
BISYS and facilities management services provided by BISYS during the
employee transition period, and hereafter referred to as the "1999
Agreement") that remains unamortized at the time of the Termination
Event, it being assumed for these purposes that the transfer fee is
being amortized over a five (5) year period.
(B) On or after August 31, 2002, the Company may terminate the Agreement
in its entirety as to Fund Services, without further obligation, by
providing a written notice to BISYS specifying a termination date at
least two hundred seventy (270) days subsequent to the date such
written notice of termination is given to BISYS. In the event that a
Termination Event occurs and two hundred seventy (270) days' advance
written notice of the Termination Event was not provided to BISYS, the
Company shall make a one-time cash payment, in consideration of the
fee structure and services to be provided under this Agreement, and
not as a penalty, to BISYS equal to all amounts due to BISYS for Fund
Services under this Agreement during the two hundred seventy (270) day
period following (i) the date the termination notice was given, or
(ii) the date of the Termination Event, whichever occurred first,
assuming for purposes of calculation of such payment that the asset
levels of the Trusts will remain constant throughout such two hundred
seventy (270) day period.
In the event any of the Trusts or Funds are merged into another legal
entity in part or in whole pursuant to any form of business reorganization, or
are liquidated in part or in whole prior to the expiration of the term of this
Agreement, the parties acknowledge and agree that the liquidated damages
provisions set forth in sub-paragraphs (A) and (B) above shall be applicable in
those instances in which BISYS is not retained to provide administration
services and fund accounting for the successor to the Trusts and Funds. The
one-time cash payment referenced above shall be due and payable on the day prior
to the first day in which BISYS is terminated or replaced or a third party is
added.
The parties further acknowledge and agree that, in the event BISYS is
terminated or replaced, or a third party is added, as set forth above, (i) a
determination of actual damages incurred by BISYS would be extremely difficult,
and (ii) each liquidated damages provision contained herein is intended to
adequately compensate BISYS for damages incurred and is not intended to
constitute any form of penalty.
(b) Termination Provisions Governing Supplemental Services. The provisions
of this section 9(b), as well as section 9(c), govern the termination
of this Agreement as it relates to Supplemental Services.
Notwithstanding anything to the contrary herein, either party may
terminate this Agreement, as it pertains to Supplemental Services
rendered hereunder at any time, without further obligation (except as
otherwise specifically provided herein), upon the provision of written
notice to the other party specifying the particular services to be
terminated and the relevant termination date (which may be the date
notice is received by the other party or any date subsequent thereto).
(c) Provisions Applicable to Termination of Fund Services or Supplemental
Services. Notwithstanding the termination provisions set forth in
sections 9(a) and 9(b) above, following any termination of any
Services and continuing for as long as BISYS, with the consent of the
Company, in fact continues to perform such Services, the provisions of
this Agreement, including without limitation the provisions dealing
with indemnification, shall continue in full force and effect.
Compensation due BISYS and unpaid by the Company upon any partial or
complete termination shall be immediately due and payable upon and
notwithstanding such termination. BISYS shall be entitled to collect
from the Company, in addition to the compensation and expense
reimbursements referred to in Article 6, the amount of all of BISYS'
cash disbursements for services in connection with BISYS' activities
in effecting such termination, including without limitation, expenses
incurred for the delivery to the Company and/or its designees of the
Trusts' or Company's property, records, instruments and documents, or
any copies thereof (or, as the case may be, in connection with any
termination of Supplemental Services, a Related Entity's property,
records, instruments and documents, or any copies thereof). To the
extent that BISYS may retain in its possession copies of any Trust
documents or records (or a Related Entity's documents or records)
subsequent to such termination which copies had not been requested by
or on behalf of a Trust (or Related Entity) in connection with the
termination process described above, BISYS, for a reasonable fee, will
provide the Company on behalf of the Trusts (or Related Entities) with
reasonable access to such copies.
ARTICLE 10. Instructions. Whenever BISYS is requested or authorized to
take action hereunder pursuant to instructions from a shareholder, or a properly
authorized agent of a shareholder ("shareholder's agent"), concerning an account
in a Fund, BISYS shall be entitled to rely upon any certificate, letter or other
instrument or communication, reasonably believed by BISYS to be genuine and to
have been properly made, signed or authorized by an officer or other duly
authorized agent of the Company, the applicable Trust or by the shareholder or
shareholder's agent, as the case may be, and shall be entitled to receive as
conclusive proof of any fact or matter required to be ascertained by it
hereunder a certificate signed by an officer of the Company, the applicable
Trust or any other person authorized by the Board or by the shareholder or
shareholder's agent, as the case may be.
As to the Services to be provided hereunder, BISYS may rely conclusively
upon the terms of the Prospectuses and Statement of Additional Information of
the Trusts relating to the Funds to the extent that such services are described
therein unless BISYS receives written instructions to the contrary in a timely
manner from the Company or a Trust.
ARTICLE 11. Bank Accounts. The Company on behalf of the Trusts and the Funds
has agreed to establish and maintain such bank accounts with such bank or banks
as are selected by the Trusts, as are necessary in order that BISYS may perform
the sub-transfer agency services required to be performed hereunder. To the
extent that the performance of such services shall require BISYS directly to
disburse amounts for payment of dividends, redemption proceeds or other
purposes, the Company on behalf of the Trusts and Funds have agreed to provide
such bank or banks with all instructions and authorizations necessary for BISYS
to effect such disbursements.
ARTICLE 12. Information to be Furnished by the Company.
The Company has furnished to BISYS the following documents, as amended and
current as of the date hereof:
(a) Copies of the Declarations of Trust of the Trusts and of any
amendments thereto.
(b) Copies of the Trusts' Bylaws and any amendments thereto.
(c) The Declaration of Trust of the Company, and any amendments thereto,
and the Charter of Gartmore Investors Services, Inc. and any
amendments thereto.
(d) A list of all the officers of the Trusts, the Company, and Gartmore
Investors Services, Inc. together with specimen signatures of those
officers who are authorized to instruct BISYS in any particular
matters or all matters.
(d) Two copies of the Prospectuses and Statements of Additional
Information for each Fund.
(e) The Distribution Agreement for each Fund, and each other form of
agreement used by the Trusts or their distributor with regard to their
relationships and transactions with shareholders of the Funds.
The Company also represents and warrants that the execution, delivery and
performance of this Agreement are within the Company's powers and have been duly
authorized by all necessary action on the part of the Company.
ARTICLE 13. Information to be Furnished by BISYS.
BISYS has furnished to the Company the following documents, as amended and
current as of the date hereof:
(a) BISYS' Articles of Incorporation;
(b) BISYS' Bylaws and any amendments thereto; and
(c) Certified copies of actions of BISYS covering the following matters:
1. Approval of this Agreement, and authorization of a specified
officer of BISYS to execute and deliver this Agreement; and
2. Authorization of BISYS to act as sub-transfer agent for the
Trusts.
(d) A copy of the most recent independent accountant's report covering
internal controls related to BISYS's fund accounting responsibilities
and transfer agency operations, as filed with the Securities and
Exchange Commission ("SEC") pursuant to Rule 17Ad-13 under the
Securities Exchange Act of ▇▇▇▇ (▇▇▇ "▇▇▇▇▇▇▇▇ ▇▇▇").
BISYS also represents and warrants that the execution, delivery and
performance of this Agreement are within BISYS' powers and have been duly
authorized by all necessary action on the part of BISYS.
ARTICLE 14. Amendments to Documents. The Company shall furnish BISYS
written copies of any amendments to, or changes in, any of the items referred to
in Article 12 hereof forthwith upon such amendments or changes becoming
effective. In addition, the Company agrees that no amendments will be made to
the Prospectuses or Statements of Additional Information of the Trusts which
might have the effect of changing the procedures employed by BISYS in providing
the services agreed to hereunder or which amendment might affect the duties of
BISYS hereunder unless the Company first obtains BISYS' approval of such
amendments or changes.
BISYS may rely on any amendments to or changes in any of the documents and
other items to be provided by the Company pursuant to Articles 12 and 14 of this
Agreement and the Company hereby indemnifies and holds harmless BISYS from and
against any and all claims, demands, actions, suits, judgments, liabilities,
losses, damages, costs, charges, counsel fees and other expenses of every nature
and character which may result from actions or omissions on the part of BISYS in
reasonable reliance upon such amendments and/or changes. Although BISYS is
authorized to rely on the above-mentioned amendments to and changes in the
documents and other items to be provided pursuant to Articles 12 and 14 hereof,
BISYS shall be under no duty to comply with or take any action as a result of
any of such amendments or changes that affect its duties hereunder unless the
Company first obtains BISYS' written consent to and approval of such amendments
or changes.
ARTICLE 15. Certain Records. BISYS shall maintain customary records in
connection with the sub-administration and sub-fund accounting duties to be
performed by BISYS pursuant to this Agreement. Any records required to be
maintained and preserved pursuant to Rules 31a-1 and 31a-2 under the 1940 Act
which are prepared or maintained by BISYS on behalf of the Trusts and each of
the Funds shall be prepared and maintained at the expense of BISYS, but shall be
the property of the Trusts and will be made available to or surrendered promptly
to the Trusts on request.
In case of any request or demand for the inspection of such records by
another party, BISYS shall notify the Company and follow the Company's
instructions as to permitting or refusing such inspection; provided that BISYS
may exhibit such records to any person in any case where it is advised by its
counsel that it may be held liable for failure to do so, unless (in cases
involving potential exposure only to civil liability) the Company has agreed to
indemnify BISYS against such liability.
As to its sub-transfer agency duties, BISYS shall keep and maintain on behalf of
the Trusts all books and records which the Trusts are, or may be, required to
keep and maintain pursuant to applicable statutes, rules and regulations and
which are not kept or maintained by the Company as transfer agent. BISYS
further agrees that all such books and records shall be the property of the
Trusts and to make such books and records available for inspection by the
Company or the Trusts or by the SEC at reasonable times and otherwise to keep
confidential all books and records and other information relative to the Trusts
and their shareholders, except when requested to divulge such information by
duly-constituted authorities or court process, or requested by a shareholder or
shareholder's agent with respect to information concerning an account as to
which such shareholder has either a legal or beneficial interest or when
requested by the Company or a Trust, the shareholder, or shareholder's agent, or
the dealer of record as to such account.
ARTICLE 16. Conversion Support. Upon termination of this Agreement
pursuant to its terms, BISYS will assist the Company or its designee in
converting the records maintained by BISYS under the terms of the Agreement to
whatever service or system selected by the Company, subject to reimbursement of
BISYS for such assistance at its standard rates and fees in effect at the time.
ARTICLE 17. Business Disaster Recovery. BISYS shall maintain adequate and
reliable computer and other equipment necessary or appropriate to carry out its
obligations under this Agreement. Upon the Company's reasonable request, BISYS
shall provide supplemental information concerning the aspects of its disaster
recovery and business continuity plan that are relevant to the Services provided
hereunder. Notwithstanding the foregoing or any other provision of this
Agreement, BISYS assumes no responsibility hereunder, and shall not be liable
for, any damage, loss of data, delay or any other loss whatsoever caused by
events beyond its reasonable control. Events beyond BISYS' reasonable control
include, without limitation, force majeure events. Force majeure events include
natural disasters, actions or decrees of governmental bodies, and communication
lines failures that are not the fault of either party. In the event of force
majeure, computer or other equipment failures or similar events beyond its
reasonable control, BISYS shall follow applicable procedures in its disaster
recovery and business continuity plan and use all commercially reasonable
efforts to minimize any service interruption.
ARTICLE 18. Representations of the Company. The Company represents and
warrants to BISYS that: (a) the Company is duly qualified and authorized to act
as Administrator and Fund Accountant, and the Subsidiary is duly qualified and
authorized to act as Transfer Agent, of the Trusts, and in those capacities, the
Company and the Subsidiary have been, and shall continue to be, in substantial
compliance with all provisions of law, including Section 17A(c) of the Exchange
Act as respects the performance of the Subsidiary's duties as transfer agent of
the Trusts; (b) each Fund which is in existence as of the date hereof has
authorized unlimited shares; (c) by virtue of each Trust's Declaration of Trust,
shares of each Fund that are redeemed by each Trust may be sold by the Trust
from its treasury; and (d) this Agreement has been duly authorized by the
Company and the Subsidiary and, when executed and delivered by the Company and
the Subsidiary, will constitute the legal, valid and binding obligation of the
Company and Subsidiary enforceable against them in accordance with its terms,
subject to bankruptcy, insolvency, reorganization, moratorium and other laws of
general application affecting the rights and remedies of creditors and secured
parties.
ARTICLE 19. Representations of BISYS. BISYS represents and warrants that:
(a) BISYS has been in, and shall continue to be in, substantial compliance with
all provisions of law, including Section 17A(c) of the Exchange Act, required in
connection with the performance of its duties under this Agreement; (b) the
various procedures and systems which BISYS has implemented with regard to
safekeeping from loss or damage attributable to fire, theft or any other cause
of the blank checks, records, and other data of the Trusts and the Company and
BISYS' records, data, equipment, facilities and other property used in the
performance of its obligations hereunder are adequate and that it will make such
changes therein from time to time as are reasonably required for the secure
performance of its obligations hereunder; and (c) this Agreement has been duly
authorized by BISYS and, when executed and delivered by BISYS, will constitute a
legal, valid and binding obligation of BISYS enforceable against BISYS in
accordance with its terms, subject to bankruptcy, insolvency, reorganization,
moratorium and other laws of general application affecting the rights and
remedies of creditors and secured parties.
ARTICLE 20. Reports. BISYS will furnish to the Company and to the Trusts'
properly authorized auditors, investment advisers, examiners, distributors,
dealers, underwriters and others designated by the Company in writing, such
reports and at such times as are prescribed pursuant to the terms and the
conditions of this Agreement to be provided or completed by BISYS, or as
subsequently agreed upon by the parties pursuant to an amendment hereto. The
Company agrees to examine each such report or copy promptly and will report or
cause to be reported any errors or discrepancies therein.
ARTICLE 21. Confidentiality / Privacy. BISYS acknowledges that it or its
employees may, in the course of performing its responsibilities under this
Agreement, be exposed to or acquire information which is proprietary to or
confidential to the Trusts and the Company, the Related Entities or third
parties to whom the Company has a duty of confidentiality. BISYS agrees to keep
confidential all books and records maintained under this Agreement and not to
disclose such information to any third party, except when (i) disclosure is
required by law, (ii) BISYS is requested to divulge such information by
duly-constituted authorities or court process, or (iii) BISYS is requested to
make a disclosure by a shareholder of a Fund or shareholder's agent with respect
to information concerning an account in a Fund as to which such shareholder has
either a legal or beneficial interest, or when requested by the Company, the
Trusts or a dealer or other intermediary owner of record as to such account.
BISYS shall provide the Company with reasonable advance notice of disclosure
pursuant to items (i) and (ii) of the previous sentence, to the extent
reasonably practicable.
BISYS and the Company will each treat as proprietary and confidential any
facts, circumstances, information, plans, projects and technical or commercial
knowledge gained about the other party through the relationship created by this
Agreement, except that information in the public domain and technical,
operational or commercial knowledge that was or is independently discovered or
developed shall not be subject to any such restriction. In connection with the
foregoing, each party acknowledges and agrees that, with respect to proprietary
or confidential information of the other party, (i) disclosure of such
information to employees and agents shall only be made on a need-to-know basis
and (ii) each party shall take commercially reasonable steps to protect the
confidentiality of such information. Each party agrees that it will not
disclose any such covered proprietary or confidential information gained in
relation to the other party to any unaffiliated third parties, except (i) in the
case of disclosure by BISYS, to a Sub-Agent referred to in Article 3, or to any
third party vendor used by BISYS, provided that such disclosure shall be limited
to information that is needed by such Sub-Agent or Vendor for the provision of
services and, provided further, that further dissemination inconsistent with
this provision shall be prohibited by written confidentiality restrictions, (ii)
to financial or legal advisers on a need-to-know basis (in either case in such
manner as to ensure no further dissemination), (iii) with the written consent of
the other party, or (iv) as may be required by law. The parties further agree
that a breach of this paragraph by either party would irreparably damage the
other party, and accordingly agree that each party shall be entitled to an
injunction or other equitable relief to prevent the breach or a further breach
of this provision.
Nonpublic personal financial information relating to consumers or customers
of the Trusts provided by, or at the direction of the Trusts to BISYS, or
collected or retained by BISYS in the course of performing its duties as
sub-administrator and sub-transfer agent shall be considered confidential
information. BISYS shall not give, sell or in any way transfer such
confidential information to any person or entity, other than affiliates of
BISYS, except at the direction of the Company or as required or permitted by
law. BISYS shall have in place and shall maintain physical, electronic and
procedural safeguards reasonably designed to protect the security,
confidentiality and integrity of, and to prevent unauthorized access to or use
of records and information relating to consumers or customers of the Trusts.
The Company represents to BISYS that the Trusts and the Company have each
adopted a Statement of Privacy Policies and Practices as required by Securities
and Exchange Commission Regulation S-P and agrees to provide BISYS with a copy
of that statement annually.
ARTICLE 22. Rights of Ownership. All computer programs and procedures
developed to perform services required to be provided by BISYS under this
Agreement are the property of BISYS. All records and other data except such
computer programs and procedures are the exclusive property of the Company or
the Trusts and all such other records and data will be furnished to the Company
on behalf of the Trusts in appropriate form as soon as practicable after
termination of this Agreement for any reason.
ARTICLE 23. Insurance. BISYS agrees to maintain adequate professional
liability errors and omissions insurance coverage, and provide proof thereof on
an annual basis to the Company. BISYS shall notify the Company should any of
its insurance coverage be canceled or reduced. Such notification shall include
the date of change and the reasons therefore. BISYS shall also notify the
Company of any material claims against it with respect to services performed
under this Agreement, whether or not they may be covered by insurance, and shall
notify the Company from time to time as may be appropriate of the total
outstanding claims made by BISYS under its insurance coverage.
ARTICLE 24. Publicity. BISYS shall not use the name of the Company, the
Trusts or any of their affiliates in any publicity release, communication with
the media or advertising without the prior written consent of the Company, which
consent may be withheld in the Company's sole discretion; provided, however,
that BISYS may refer to its involvement with the Company and the Trusts in
advertising brochures and certain publications, subject to prior review and
approval of the specific language by the Company, such approval not to be
unreasonably withheld or delayed.
ARTICLE 25. Assignment. This Agreement shall not be assignable by either
party without the written consent of the other party; provided, however, that
the Company may assign this Agreement to any of its subsidiaries or affiliated
entities and that BISYS may, at its expense, subcontract with the Company's
consent with any entity or person described in Article 3 hereof concerning the
provision of certain services contemplated hereunder. This Agreement shall be
binding upon, and shall inure to the benefit of, the parties hereto and their
respective successors and permitted assigns.
ARTICLE 26. Amendments. No provision of this Agreement may be changed,
amended, terminated or waived except by an instrument signed by the parties
against which enforcement of the change, amendment, termination or waiver is
sought.
ARTICLE 27. Definitions of Certain Terms. The terms "interested person"
and "affiliated person," when used in this Agreement, shall have the respective
meanings specified in the 1940 Act and the rules and regulations thereunder,
subject to such exemptions as may be granted by the SEC.
ARTICLE 28. Notice. Any notice required or permitted to be given by
either party to the other shall be deemed sufficient if (a) personally
delivered, (b) sent by registered or certified mail, postage prepaid, or (c)
transmitted by fax with confirmation by first class mail, postage prepaid,
addressed by the party giving notice to the other party at the address set forth
below or at such other address as such party may from time to time specify in
writing to the other party pursuant to this Section.
To the Company:
Gartmore SA Capital Trust
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇
To the Subsidiary:
Gartmore Investors Services, Inc.
c/o Gartmore SA Capital Trust
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Operations Department
Fax: ▇▇▇-▇▇▇-▇▇▇▇
With a copy to:
Gartmore Global Investments
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Legal Department
Fax: ▇▇▇-▇▇▇-▇▇▇▇
To BISYS:
BISYS Fund Services Ohio, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇
ARTICLE 29. Headings. The descriptive section headings have been inserted
for the convenience of reference only and do not define or limit the provisions
hereof, and are not to be used to construe or interpret this Agreement.
ARTICLE 30. Complete Agreement / Severability. This Agreement amends and
restates the provisions of the Service Agreements, and shall be deemed to
continue to constitute the "Service Agreements" referred to in the 1999
Agreement. The amendment and restatement of the Service Agreements is not
intended to alter the rights and obligations of the parties in any manner, or to
any extent, that is not specifically provided for hereunder. In particular, the
parties specifically acknowledge that their rights and obligations under the
1999 Agreement remain effective. This Agreement constitutes the complete
agreement of the parties hereto as to the subject matter covered by this
Agreement, and supercedes all prior negotiations, understandings and agreements
bearing upon the subject matter covered herein, including the previous versions
of the Service Agreements and amendments thereto. The illegality, invalidity or
unenforceability of any provision of this Agreement under the law of any
jurisdiction shall not affect its legality, validity or enforceability under the
law of any other jurisdiction nor the legality, validity or enforceability of
any other provision hereof.
ARTICLE 31. Governing Law. This Agreement shall be construed in
accordance with the laws of the State of Ohio and the applicable provisions of
the 1940 Act. To the extent that the applicable laws of the State of Ohio, or
any of the provisions herein, conflict with the applicable provisions of the
1940 Act, the latter shall control.
ARTICLE 32. The Company. The Company is a business trust formed under the
Delaware Business Trust Act (12 Del. C. 3801 et. seq.), and under a Declaration
of Trust and Trust Agreement dated as of February 18, 1999, and to which
reference is hereby made and a copy of which is on file at the office of
Secretary of State of Delaware, and to any and all amendments thereto so filed
or hereafter filed. The obligations of the Company entered into in the name or
on behalf thereof by the Company's managing unitholder or any of the Company's
officers, employees, or agents are not made individually, but only in their
capacities with respect to the Company. Such obligations are not binding upon
any of the Directors, shareholders, officers, or employees of the Company
personally, but bind only assets of the Company. All persons dealing with the
Company must look solely to the assets of the Company for the enforcement of any
claims against the Company.
References to the Company in connection with obligations to be performed
shall be deemed to include references to the Subsidiary, as appropriate.
ARTICLE 33. Multiple Originals. This Agreement may be executed in two or
more counterparts, each of which when so executed shall be deemed to be an
original, but such counterparts shall together constitute but one and the same
instrument.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement effective as of the date first above written.
GARTMORE SA CAPITAL TRUST
By:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Senior Vice President, Operations
GARTMORE INVESTORS SERVICES, INC.
By:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Senior Vice President
BISYS FUND SERVICES OHIO, INC.
By:
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President
SCHEDULE A
TO THE SERVICES AGREEMENT
DATED AS OF NOVEMBER 1, 2001
BETWEEN
GARTMORE SA CAPITAL TRUST
AND
BISYS FUND SERVICES OHIO, INC.
FUNDS: This Agreement shall apply to all Funds of the Trusts, either now
existing or hereafter created (individually, the "Fund", and collectively, the
"Funds"). The current Funds are set forth below:
NATIONWIDE MUTUAL FUNDS
Gartmore Emerging Markets Fund
Gartmore European Leaders Fund
Gartmore Global Health Sciences Fund
Gartmore Global Leaders Fund
Gartmore Global Small Companies Fund
Gartmore Global Technology and Communications Fund
Gartmore Growth 20 Fund
Gartmore Growth Focus Fund
Gartmore Growth Fund
Gartmore International Growth Fund
Gartmore International Small Cap Growth Fund
Gartmore Millennium Growth Fund
Gartmore OTC Fund
Gartmore Total Return Fund
Gartmore Value Opportunities Fund
Nationwide Bond Fund
Nationwide Bond Index Fund
Nationwide Government Bond Fund
Nationwide High Yield Bond Fund
Nationwide International Index Fund
*Nationwide Investor Destinations Aggressive Fund
*Nationwide Investor Destinations Conservative Fund
*Nationwide Investor Destinations Moderate Fund
*Nationwide Investor Destinations Moderately Aggressive Fund
*Nationwide Investor Destinations Moderately Conservative Fund
Nationwide Large Cap Growth Fund
Nationwide Large Cap Value Fund
Nationwide Mid Cap Market Index Fund
Nationwide Money Market Fund
Nationwide ▇▇▇▇▇▇ Cap Accumulation Fund
Nationwide ▇▇▇▇▇▇ Enhanced Income Fund
Nationwide S&P 500 Index Fund
Nationwide Small Cap Fund
Nationwide Small Cap Index Fund
Nationwide Tax-Free Income Fund
Northpointe Small Cap Value Fund
NATIONWIDE SEPARATE ACCOUNT TRUST
Dreyfus NSAT Mid Cap Index Fund
Federated NSAT Equity Income Fund
Federated NSAT High Income Bond Fund
Gartmore NSAT Emerging Markets Fund
Gartmore NSAT European Leaders Fund
Gartmore NSAT Global Health Sciences Fund
Gartmore NSAT Global Leaders Fund
Gartmore NSAT Global Small Companies Fund
Gartmore NSAT Global Technology and Communications Fund
Gartmore NSAT International Growth Fund
Gartmore NSAT Millennium Growth Fund
Gartmore NSAT OTC Fund
*GVIT Investor Destinations Aggressive Fund
*GVIT Investor Destinations Conservative Fund
*GVIT Investor Destinations Moderate Fund
*GVIT Investor Destinations Moderately Aggressive Fund
*GVIT Investor Destinations Moderately Conservative Fund
▇.▇. ▇▇▇▇▇▇ NSAT Balanced Fund
MAS NSAT Multi Sector Bond Fund
NSAT Capital Appreciation Fund
NSAT Global 50 Fund
NSAT Government Bond Fund
NSAT Income Fund
NSAT Money Market Fund
NSAT Money Market Fund II
NSAT Small Cap Growth Fund
NSAT Small Cap Value Fund
NSAT Small Company Fund
NSAT Strategic Value Fund
NSAT Total Return Fund
Strong NSAT Mid Cap Growth Fund
▇▇▇▇▇▇ NSAT Growth Focus Fund
FEES: Pursuant to Article 6, paragraph (a)(i), in consideration of the Fund
Services rendered by BISYS pursuant to this Agreement, the Company will pay
BISYS on the first business day of each month, the fees set forth below, based
on the aggregate average daily net assets of the relevant Trust, and calculated
separately for each Trust as provided below, with breakpoints applicable
incrementally to its aggregate net assets:
NATIONWIDE MUTUAL FUNDS
Up to $1 billion . . . . . . . . Twenty one hundredths of one percent
(.20%)
From $1 billion to $3 billion. . Fifteen one-hundredths of one percent
(.15%)
From $3 billion to $4 billion. . Ten one-hundredths of one percent
(.10%)
From $4 billion to $5 billion. . Five one-hundredths of one percent
(.05%)
From $5 billion to $10 billion . Two one-hundredths of one percent
(.02%)
From $10 billion to $12 billion. One one-hundredths of one percent
(.01%)
12 billion and over . . . . . . One-half of one-hundredth of one
percent (.005%)
NATIONWIDE SEPARATE ACCOUNT TRUST
Up to $1 billion . . . . . . . . . . . Ten one hundredths of one percent
(.10%)
1 billion and over up to $3 billion . Five one-hundredths of one percent
(.05%)
3 billion and over up to $8 billion . Four one-hundredths of one percent
(.04%)
8 billion and over up to $10 billion. Two one-hundredths of one percent
(.02%)
10 billion and over up to $12 billion One one-hundredths of one percent
(.01%)
12 billion and over . . . . . . . . . One-half of one-hundredth of one
percent (.005%)
* The net assets of any Fund of Funds which invests in other Funds of the
Trusts shall be excluded from the asset-based fee calculation to the extent
of their investments in such other Funds. Funds of Funds are designated by
an asterisk (*) above.
As provided in Article 6, paragraph (b), BISYS shall also be entitled to
reimbursement of reasonable out-of-pocket expenses, and for additional fees
agreed upon, as described herein.
The fee for the period from the day of the month this Agreement is entered
into until the end of that month shall be prorated according to the proportion
which such period bears to the full monthly period. Upon any termination of
this Agreement before the end of any month, the fee for such part of a month
shall be prorated according to the proportion which such period bears to the
full monthly period and shall be payable upon the date of termination of this
Agreement.
For purposes of determining the fees payable to BISYS, the value of the
aggregate net assets shall be computed in the manner described in the Trust's
Declaration of Trust or in the Prospectus or Statement of Additional Information
respecting that Fund as from time to time is in effect for the computation of
the value of such net assets in connection with the determination of the
liquidating value of the shares of such Fund.
SCHEDULE B
TO THE SERVICES AGREEMENT
DATED AS OF NOVEMBER 1, 2001
BETWEEN
GARTMORE SA CAPITAL TRUST
AND
BISYS FUND SERVICES OHIO, INC.
FUND ADMINISTRATION SERVICES
1. Administration
a. Maintain and manage annual regulatory filing calendar.
b. Manage the process of printing and distributing prospectuses and
prospectus supplements. This includes, but is not limited to,
information regarding quantities and layout, invoice control and
management of the mailing process.
c. Manage the process of printing and distributing proxy materials. This
includes, but is not limited to, information regarding quantities,
compilation of shareholder data, price negotiation and management of
the mailing process.
d. Obtain tax identification numbers from the IRS for each Fund
portfolio.
e. Assist the Funds' Independent Accountants with 17f-2 audit process.
f. Obtain Fund CUSIPs.
g. Assist in the completion of trustee/officer questionnaires.
h. Assist the Fund in the preparation of appropriate documentation and
records relating to the contribution of seed money capital.
i. Maintain books and records on behalf of the Fund, as agreed upon by
the parties.
j. Provide support and services for fund and non-fund mergers,
conversions, and reorganizations.
k. Review Account Applications and Shareholder Agreements.
l. Manage the process of responding to and processing class actions.
m. Assist in the documentation of foreign account setups for investment.
n. Prepare such reports, applications and documents (including reports
regarding the sale and redemption of Shares as may be required in
order to comply with Federal and state securities law) as may be
necessary or desirable to register the Funds' Shares with state
securities authorities, monitor the sale of the Funds' Shares for
compliance with state securities laws, file with the appropriate state
securities authorities the registration statements and reports for the
Funds and the Funds' Shares and all amendments thereto, as may be
necessary or convenient to register and keep effective each Fund and
the Funds' Shares with state securities authorities to enable the
Funds to make a continuous offering of their Shares, maintain Fund
blue sky calendars, and address all blue sky audit and examination
issues;
o. Assist in developing, preparing and filing of the Trusts' and each of
the Funds' communications to shareholders, including the annual and
semi-annual reports to shareholders, coordinate the mailing of
prospectuses, notices, proxy statements, proxies and other reports to
the Trusts' shareholders;
p. Prepare for, conduct and facilitate shareholder meetings, including,
but not limited to, facilitation of the proxy solicitation process for
all shareholder meetings, preparation of scripts, oversight of the
tabulation of shareholder votes and preparation of reports that
reflect voting results;
q. Prepare (to the extent agreed upon by the Company and BISYS) and
administer contracts on behalf of the Trusts and each of the Funds
with, among others, the Trusts' investment adviser, distributor,
custodian, and transfer agent;
r. Supervise the Trusts' transfer agent and sub-transfer agent with
respect to the payment of dividends and other distributions to
shareholders;
s. Calculate performance data of the Funds, including all standard
performance calculations, and disseminate the performance data to
information services covering the investment company industry and
other appropriate parties;
t. Assist with the layout and printing of publicly disseminated
prospectuses and assist with and coordinate the layout and printing of
the Funds' semi-annual and annual reports to shareholders;
u. Assist with the design, development, and operation of the Funds,
including new classes, investment objectives, policies and structure,
and provide consultation with respect to product development issues;
v. Make certain individuals available who are reasonably acceptable to
the Boards of the Trusts to serve as officers of the Trusts, who will
be responsible for the management of certain of the Trusts' affairs as
determined by the Boards and the Company;
w. Obtain and keep in effect fidelity bonds and directors and
officers/errors and omissions insurance policies for the Trusts and
each of the Funds in accordance with the requirements of Rules 17g-1
and 17d-1(7) under the 1940 Act as such bonds and policies are
approved by the Trusts' Boards, and prepare memoranda and other
correspondence that outlines the terms and conditions of the insurance
policies;
x. Monitor and advise the Trusts and each of the Funds on their
compliance with the diversification requirements applicable to
investments of variable contracts and the registered investment
company requirements under the Internal Revenue Code of 1986, as
amended;
y. Furnish advice and recommendations with respect to other aspects of
the business and affairs of the Trusts and each of the Funds as the
Company and BISYS shall determine desirable; and
z. Prepare and file with the SEC the semi-annual report for the Trusts on
Form N-SAR and all required notices pursuant to Rule 24f-2.
2. Compliance
a. Review monthly compliance reports that are prepared by the investment
adviser(s).
b. Perform independent monthly portfolio compliance testing.
c. Prepare quarterly tax compliance checklist for use by investment
adviser(s).
d. Notify appropriate Fund officers of ▇▇▇▇-to-market issues pursuant to
Board-approved procedures.
e. Provide appropriate assistance with respect to SEC inspections
including (1) rendering advice regarding proposed responses (2)
compiling data and other information in response to SEC requests for
information (3) communicating with SEC staff members, as necessary,
and (4) meet with portfolio managers to provide guidance on audit.
f. Provide appropriate assistance with respect to audits conducted by the
Fund's independent accountants including (1) compiling data and other
information and (2) communicating with independent accountants, as
necessary.
g. Consult with and advise, on a proactive basis, Fund portfolio managers
with respect to compliance matters.
h. Prepare quarterly brokerage allocation compliance checklist and
supporting documentation for use by investment adviser(s).
i. Provide on-site compliance training for investment advisory personnel,
as requested, provided that reasonable travel expenses for travel
outside the United States shall be reimbursed by the Company.
j. Preparation and updating of Fund-specific compliance manual.
k. Provide investment adviser with portfolio compliance checklists, and
update as required.
l. Provide the Company with quarterly results of compliance reviews and
testing.
3. Tax and Financial Services
a. Register Fund portfolios with NASDAQ.
b. Prepare financial materials for Board books.
c. Calculate declaration of income/capital gain distributions in
compliance with income/excise tax distribution requirements.
d. Review all dividend declarations to ensure that such distributions are
not "preferential" under the Internal Revenue Code.
e. Review and file federal and state income tax returns and federal
excise tax returns within statutory deadlines.
f. Prepare/distribute year-end shareholder tax information letters and
Forms 1099-MISC for trustee fees/vendor payments within 30 days of
calendar year-end.
g. Provide on-site compliance/consulting for portfolio managers focused
on the impact of changes in tax laws and managing a tax-efficient
mutual fund.
h. Provide on-site consulting services for conversions.
i. Provide expense budgeting consulting to review expense ratios/fee
waivers.
j. Provide assistance concerning matters to which "Big 5" accounting
firms may be helpful, and in negotiating and dealing with such firms.
4. Services related to Legal and Regulatory Matters
a. General
(i) Maintain files of registration statements, Fund contracts, Fund
proxies and other Fund legal documents.
(ii) Provide assistance concerning matters pertaining to Federal
securities laws, bank regulatory issues, tax-related issues and
ERISA issues.
(iii) Provide information concerning current legal and regulatory
developments.
(iv) Provide comments, as appropriate, concerning regulatory agency
proposals.
b Board Meeting Matters
(i) Maintain calendar and files for all Board meetings, including the
maintenance of Fund minute books and corporate records (e.g.,
Articles of Incorporation/Declaration of Trust, Bylaws).
(ii) Prepare quarterly Board meeting responsibility chart.
(iii) Provide appropriate personnel to attend Board meetings.
(iv) Prepare Board agendas and relevant sections of Board materials.
(v) Manage the production and distribution of Board books.
(vi) Record minutes of Board meetings.
c. Registration Statements
(i) Manage the process of updating and filing registration statements
by (1) reviewing or recommending proposed disclosure changes, (2)
compiling data for purposes of updating information, (3)
receiving disclosure comments and communicating them to counsel
to the Fund and the financial printer and (4) overseeing and
approving revisions that are made by the financial printer.
(ii) Prepare periodic supplements to Fund prospectuses or, if the
parties agree, review such supplements that are prepared by
counsel to the Fund.
SCHEDULE C
TO THE SERVICES AGREEMENT
DATED AS OF NOVEMBER 1, 2001
BETWEEN
GARTMORE SA CAPITAL TRUST
AND
BISYS FUND SERVICES OHIO, INC.
FUND ACCOUNTING SERVICES
1. Maintenance of Books and Records. BISYS will keep and maintain the
following books and records of each Fund pursuant to Rule 31a-1 under the
1940 Act (the "Rule"):
a. Journals containing an itemized daily record in detail of all
purchases and sales of securities, all receipts and disbursements of
cash and all other debits and credits, as required by subsection
(b)(1) of the Rule;
b. General and auxiliary ledgers reflecting all asset, liability,
reserve, capital, income and expense accounts, including interest
accrued and interest received, as required by subsection (b)(2)(i) of
the Rule;
c. Separate ledger accounts required by subsection (b)(2)(ii) and (iii)
of the Rule; and
d. A monthly trial balance of all ledger accounts (except shareholder
accounts) as required by subsection (b)(8) of the Rule.
2. Performance of Daily Accounting Services. In addition to the maintenance of
the books and records specified above, BISYS shall perform the following
accounting services daily for each Fund:
a. Calculate the net asset value (NAV) per share and public offering
price (POP) utilizing prices obtained from the sources described in
subparagraph 2(b) below;
b. Obtain security prices from independent pricing services, or if such
quotes are unavailable, then obtain such prices from each Fund's
investment adviser or its designee, as approved by the Trusts' Board;
c. Verify and reconcile with the Trusts' custodian all daily trade
activity;
d. Compute, as appropriate, each Fund's net income and capital gains,
dividend payables, dividend factors, 7-day yields, 7-day effective
yields, 30-day yields, ▇▇▇▇-to-market and weighted average portfolio
maturity;
e. Review daily the net asset value calculation and dividend factor (if
any) for each Fund prior to release to shareholders, check and confirm
the net asset values and dividend factors for reasonableness and
deviations, and distribute net asset values, income and dividend
factors and yields to NASDAQ, the transfer agent and client locations
as requested;
f. Report to the Trusts the daily market pricing of securities in any
money market Fund, with the comparison to the amortized cost basis;
g. Determine unrealized appreciation and depreciation on securities held
in variable net asset value Funds;
h. Amortize premiums and accrete discounts on securities purchased at a
price other than face value, if requested by the Trusts;
i. Update fund accounting system to reflect rate changes, as received
from a Fund's investment adviser or other approved sources, on
variable interest rate instruments;
j. Post Fund transactions to appropriate general ledger categories;
k. Accrue expenses of each Fund according to instructions received from
the Company;
l. Determine the outstanding receivables and payables for all (1)
security trades, (2) Fund share transactions and (3) income and
expense accounts;
m. Provide accounting reports in connection with the Trusts' regular
annual audit, financial reports, regulatory filings, compliance
reporting, tax reporting, total return calculations and other audits
and examinations by regulatory agencies;
n. Provide such periodic (daily, weekly, monthly) reports and/or file
extracts, as the parties shall agree upon;
o. Reconcile cash, foreign currency and security holding positions with a
custodian on a regular basis;
p. Identify, research and post all corporate actions due a Fund;
q. Calculate allocation of income, expense and security
appreciation/depreciation across multiple classes as appropriate;
r. Calculate contractual expenses and control all disbursements for the
Trusts and each of the Funds (including Company payments to
sub-advisors) subject to the supervision of the Company, and as
appropriate compute the Funds' expense ratio, portfolio turnover rate
and, if required, portfolio average dollar-weighted maturity;
s. Post summary shareholder activity received from the Transfer Agent and
reconcile share balances, including receivables and payables with the
Transfer Agent on a daily basis; and
t. Respond to surveys from industry publications, including, but not
limited to, Lipper, Morningstar, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇, Standard & Poor's
and the Investment Company Institute.
3. Special Reports and Services.
a. BISYS may provide additional special reports and/or file extracts upon
the request of the Company or a Fund's investment adviser, which may
result in an additional charge, the amount of which shall be agreed
upon by the parties.
b. BISYS may provide such other similar services with respect to a Fund
as may be reasonably requested by the Company, which may result in an
additional charge, the amount of which shall be agreed upon by the
parties.
c. Provide data as to Fund holdings necessary for the Company's Section
13D, G and F filings under the Exchange Act.
4. Additional Accounting Services. BISYS shall also perform the following
additional accounting services for each Fund:
a. Provide monthly a download (and hard copy thereof) of the unaudited
financial statements described below, upon request of the Company. The
download will include the following items:
(A) Statement of Assets and Liabilities,
(B) Statement of Operations,
(C) Statement of Changes in Net Assets, and
(D) Condensed Financial Information;
b. Provide accounting information for the following:
(A) federal and state income tax returns and federal excise tax
returns;
(B) each Trust's semi-annual reports with the Securities and Exchange
Commission ("SEC") on Form N-SAR;
(C) each Fund's annual, semi-annual and quarterly (if any)
shareholder reports;
(D) registration statements on Form N-1A and other filings relating
to the registration of shares;
(E) BISYS' monitoring of each Fund's status as a regulated investment
company under Subchapter M of the Internal Revenue Code, as
amended;
(F) annual audit by each Trust's auditors; and
(G) examinations performed by the SEC.
SCHEDULE D
TO THE SERVICES AGREEMENT
DATED AS OF NOVEMBER 1, 2001
BETWEEN
GARTMORE SA CAPITAL TRUST
AND
BISYS FUND SERVICES OHIO, INC.
TRANSFER AGENCY SERVICES
1. Shareholder Transactions
a. Process shareholder purchase and redemption orders.
b. Set up account information, including address, dividend option,
taxpayer identification numbers and wire instructions.
c. Manage the issuance of confirmations in compliance with Rule 10b-10
under the Securities Exchange Act of 1934, as amended and as directed
by the Company.
d. Manage the issuance of periodic statements for shareholders as
directed by the Company, providing duplicate second and third party
copies if required.
e. Process transfers and exchanges.
f. Process dividend payments, including the purchase of new shares
through dividend reimbursement.
2. Shareholder Information Services
a. Make information available to shareholder servicing unit and other
remote access units regarding trade date, share price, current
holdings, yields, and dividend information.
b. Produce detailed history of transactions through duplicate or special
order statements or confirms upon request.
c. Provide mailing labels for distribution of financial reports,
prospectuses, proxy statements or marketing material to current
shareholders.
3. Compliance Reporting
a. Provide reports to the SEC, the National Association of Securities
Dealers ("NASD") and the States in which the Funds are registered.
b. Prepare and distribute appropriate Internal Revenue Service forms for
corresponding Funds and shareholder income and capital gains.
c. Manage the issuance of tax withholding reports to the Internal Revenue
Service.
4. Dealer/Load Processing (if applicable)
a. Provide for tracking of rights of accumulation and purchases made
under a Letter of Intent.
b. Account for separation of shareholder investments from transaction
sale charges for purchase of Fund shares.
c. Calculate and pay fees due under 12b-1 plans for distribution and
marketing expenses and fees due under administrative services plan.
d. Track sales and commission statistics by dealer and provide for
payment of commissions on direct shareholder purchases in a load Fund.
5. Shareholder Account Maintenance
a. Maintain all shareholder records for each account in the Trusts.
b. Record shareholder account information changes.
c. Maintain account documentation files for each shareholder.
6. Recordkeeping
a. Post fund prices and rates.
b. Balance daily transaction activity.
c. Manage daily ACH transmissions.
d. Monitor NSCC activity.
e. Complete cash settlement between funds, custodians, NSCC and
shareholders.
f. Reconcile deposit, redemption, wire, check writing, dividend and
DDA's.
g. Microfiche and/or Imaging of all source documentation.
h. Prepare daily open items report.
i. Manage the distribution of new account welcome kits.
j. Calculate and produce shareholder tax records.
k. Coordinate development of systematic enhancements.
l. Communicate and coordinate corporate action events.
m. Generate user defined reports from the shareholder system, as agreed
upon by the parties.
n. Review all incoming transactions for completeness.
o. Complete quality assurance review of transactions.
p. Accept and track incoming retirement rollover subscriptions.
q. Provide cash and share reporting to fund accounting.
7. Retail Features
a. Process previously-authorized purchases.
b. Process systematic withdrawals.
c. Complete gross dividend reinvestment.
d. Process Payments to multiple payees.
e. Develop and utilize interface capabilities.
f. Manage FundServ linkage.
g. Support full NSCC networking.
h. Establish account relationship linking.
i. Maintain 401(k) interface.
j. Maintain 403(b) and 408(c) interfaces.
k. Manage cash sweeps between DDA's and mutual fund accounts.
l. Average cost accounting on shareholder statements.
8. Shareholder Servicing
a. Staff toll-free telephone lines from 8 a.m. to 9 p.m. EST.
b. Answer general questions related to investments in the Trusts.
c. Process and verify telephone transactions.
d. Research and resolve account documentation issues.
e. Handle shareholder correspondence including registered complaints.
f. Provide 24 hour voice-response system with account balances, Fund
yields, Fund NAVs and offering prices, and Fund total rates of returns
and financial transactions, or other features as agreed upon by the
Parties.
g. Assist shareholders with tax form questions.
h. Assist sales representatives with establishing accounts.
i. Advise shareholders of procedures for changing account options.
j. Provide phone support for marketing ▇▇ ▇▇▇▇▇▇▇▇▇ and track
effectiveness by assets and account size for Fund direct accounts.
k. Support dedicated lines for institutional accounts.
l. Provide voice-mail for weekends and after business hours.
m. Institutional trade facilitation.
n. Conversion/implementation management.
9. Other
a. 24-hour toll-free systems technical support desk.
b. Coordinate use of outside vendors by Fund, as agreed upon by the
Parties.
c. Literature fulfillment services (priced separately).
d. Report production unit.
e. Dedicated programming and testing resources.
f. Assigned client advocates.
g. Support payroll processing.
REPORTS
1. Daily Shareholder Activity Journal
2. Daily Fund Activity Summary Report
a. Beginning Balance
b. Dealer Transactions
c. Shareholder Transactions
d. Reinvested Dividends
e. Exchanges
f. Adjustments
g. Ending Balance
3. Daily Wire and Check Registers
4. Monthly Dealer Processing Reports
5. Monthly Dividend Reports
6. Sales Data Reports for Blue Sky Registration
7. Annual report by independent public accountants concerning BISYS'
shareholder system and internal accounting control systems to be filed with
the SEC pursuant to Rule 17Ad-13 of the Securities Exchange Act of 1934, as
amended.
8. Such special reports and additional information that the parties may agree
upon, from time to time.
SCHEDULE E
TO THE SERVICES AGREEMENT
DATED AS OF NOVEMBER 1, 2001
BETWEEN
GARTMORE SA CAPITAL TRUST
AND
BISYS FUND SERVICES OHIO, INC.
BROKER-DEALER SERVICES
1. Broker-Dealer Status.
a Prepare and/or update written supervisory procedures;
b Prepare and/or update continuing education needs analysis;
c Assist with the preparation and/or update of the business plan;
d Prepare 1018 notification letter to NASD;
e Review and/or advise with respect to membership agreement, systems and
NASD Rules;
f Prepare principals as needed for CMI with NASD;
g Prepare and/or update financial statements; and
h Assist with the establishment of books and records.
2. Broker-Dealer Registration.
a Prepare and/or update Form BD Amendment;
b Prepare additional paperwork as required by upgrade or change;
c Prepare and/or update Form U-4s of principals, officers, owners, and
registered persons as needed;
d Assist the Company and participate at NASD and SEC meetings as needed,
including participating in the membership review process;
e Prepare and/or update state registration packages as needed; and
f Facilitate transfer of registrations via Web CRD of registered
persons.
3. Consulting for Supervisory Structure.
a Review of current supervisory documentation;
b Conduct annual on-site examinations, including a books and records
review; and
c Prepare written report and discussions with appropriate persons
concerning review and examination.
SCHEDULE F
TO THE SERVICES AGREEMENT
DATED AS OF NOVEMBER 1, 2001
BETWEEN
GARTMORE SA CAPITAL TRUST
AND
BISYS FUND SERVICES OHIO, INC.
INVESTMENT ADVISER REGISTRATION SERVICES
1. Federal and/or Home State Registration.
a Prepare and/or update Form ADV, Parts I and II, along with appropriate
schedules;
b File Form ADV with the SEC or home state, as appropriate;
c Register principal(s) as required by the SEC and/or home state;
d Prepare and/or update necessary supporting documentation, including
unaudited financial statements;
e Prepare and/or update compliance manual; and
f Followup with the SEC and/or home states on status of registration.
2. State Registration/Notice Filing.
a Prepare and file all appropriate documents necessary to maintain state
registration/notice filing requirements as an investment advisory
firm; and
b Follow-up with states on status of registration/notice filing.
SCHEDULE G
TO THE SERVICES AGREEMENT
DATED AS OF NOVEMBER 1, 2001
BETWEEN
GARTMORE SA CAPITAL TRUST
AND
BISYS FUND SERVICES OHIO, INC.
FEES
I. BROKER-DEALER SERVICES.
DESCRIPTION OF SERVICES SERVICE FEE
1. BROKER-DEALER STATUS.
a. Prepare and/or update written supervisory Procedures.. . . . . . . . . . . . . . . . . . . . . . . $ 150 per hour
b. Prepare and/or update continuing education needs analysis. . . . . . . . . . . . . . . . . . . . . $ 150 per hour
c. Assist with the preparation and/or update of the business plan.. . . . . . . . . . . . . . . . . . $ 150 per hour
d. Prepare 1018 notification letter to NASD.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 150 per hour
e. Review and/or advise with respect to membership agreement, systems and NASD Rules. . . . . . . . . $ 150 per hour
f. Prepare principals as needed for CMI with NASD.. . . . . . . . . . . . . . . . . . . . . . . . . . $ 150 per hour
g. Prepare and/or update financial statements.. . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 150 per hour
h. Assist with the establishment of books and records.. . . . . . . . . . . . . . . . . . . . . . . . $ 150 per hour
2. BROKER-DEALER REGISTRATION.
a. Prepare and/or update Form BD Amendment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 100 per hour
b. Prepare additional paperwork as required by upgrade or change. . . . . . . . . . . . . . . . . . . $ 100 per hour
c. Prepare and/or update Form U-4s of principals, officers, owners, and registered persons as needed. $ 100 per hour
d. Represent the Company at NASD and SEC meetings as needed, including participating in
the membership review process. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 150 per hour
e. Prepare and/or update state registration packages as needed. . . . . . . . . . . . . . . . . . . . $ 250 per State
f Facilitate transfer of registrations via Web CRD of registered persons.. . . . . . . . . . . . . . $ 60 per Person
3. CONSULTING FOR SUPERVISORY STRUCTURE.
a. Review of current supervisory documentation. . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 150 per hour
b. Conduct annual on-site examinations, including a books and records review. . . . . . . . . . . . . $ 150 per hour
c. Prepare written report and discussions with appropriate persons concerning review and examination. $ 150 per hour
II. PERFORMANCE RELATED SERVICES.
ANNUAL SERVICE FEE
$ 5,000
III. INVESTMENT ADVISER REGISTRATION SERVICES.
DESCRIPTION OF SERVICES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SERVICE FEE
Federal and/or Home State Registration
(a) Initial. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 4,500 per Entity
(b) Update ADV . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 125.00 per hour
State Registration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 270.00 per State
SCHEDULE H
TO THE SERVICES AGREEMENT
DATED AS OF NOVEMBER 1, 2001
BETWEEN
GARTMORE SA CAPITAL TRUST
AND
BISYS FUND SERVICES OHIO, INC.
SERVICE STANDARDS EFFECTIVE AS OF JUNE 1, 2002
FUND ACCOUNTING
1. NAV errors caused by BISYS shall be subject to certain financial charges as
provided below in this paragraph. All such errors shall be classified into
two categories, and treated separately. Category A errors shall be defined
as those NAV errors caused by BISYS which do not exceed one-half of one
percent (0.5%) of the NAV. Category B errors shall be defined as those NAV
errors caused by BISYS which exceed one-half of one percent (0.5%) of the
NAV. Category A errors are subject to the following charges: During any
12-month period commencing subsequent to the effective date of this
Schedule, the first eight (8) errors shall not result in any charge; for
each error in excess of eight (8) in a 12-month period, the charge shall be
$500 plus $500 per day the error continues. Category B errors are subject
to the following charges: During any 12-month period commencing subsequent
to the effective date of this Schedule, the first error shall incur a
charge of $1,000 plus $500 per day the error continues; the second error
shall incur a charge of $2,500 plus $500 per day the error continues; the
third error shall incur a charge of $5,000 plus $500 per day the error
continues; and for the fourth and any subsequent Category B errors within a
12-month period, the error shall incur a charge of $10,000 plus $500 per
day the error continues.
2. Monthly Financial Reports shall be delivered by the tenth (10th) business
day of the following month. Delay caused by BISYS will result in a
reduction of $1,000 from the monthly fee.
3. Monthly Performance Reports for the Trusts shall be delivered by 12pm noon,
Eastern Time, on the third (3rd) business day of the following month. Delay
caused by BISYS will result in a reduction of $2,500 from the monthly fee.
4. Monthly Pricing Reports shall be delivered by the fifth (5th) business day
of the following month. Delay caused by BISYS will result in a reduction of
$1,000 from the monthly fee.
5. Any costs actually incurred for audit overruns, including auditor
professional fees, printing expenses or miscellaneous expenses as a result
of BISYS error are to be paid by BISYS.
6. Financial Reports that are not finalized by sixty (60) days after the
relevant fiscal period end due to a BISYS error will result in a reduction
of $25,000 per day from the monthly fee per report.
7. BISYS to commit project management and analysis resources as necessary to
complete special projects, as agreed upon by the parties. Any missed
deadline agreed to in writing by the parties that is caused by a BISYS
error will result in a reduction of $1,000 per day from the monthly fee.
TRANSFER AGENCY
1. Transactions involving adjustments to shareholder accounts that are
necessitated due to BISYS error, involving in excess of three percent (3%)
of the total transactions and maintenance items processed by BISYS in a
particular month, will result in a reduction in BISYS' monthly fee by
$25,000, plus an additional $25,000 for each whole percentage point, if
any, over the three percent (3%) threshold.
2. Cash DDA money movement errors caused by BISYS error will result in a
reduction in BISYS' monthly fee by the amount of any interest or banking
charges charge incurred.
3. Average Speed of Answer Times, measured monthly, of greater than thirty
(30) seconds will result in a reduction of BISYS' fee by $10,000 per each
second over the thirty (30) second threshold.
4. Abandoned Rate of greater than two and one-half percent (2.5%), measured
weekly, will result in a reduction of BISYS' fee by $2,500, and by an
additional $2,500 per each one-half of one percent (0.5 %) over the 2.5%
threshold.
5. BISYS will have up to three (3) business days turnaround time for
correspondence and maintenance items handled by BISYS; in the event that
such deadline is not met for more than two percent (2%) of such items in a
given month, this will result in a reduction of BISYS' monthly fee by
$10,000, plus an additional $10,000 for each whole percentage point, if
any, over the 2% threshold.
FUND ADMINISTRATION
1. Compliance Reports are to be processed by BISYS within five (5) business
days. BISYS' fee will be reduced by $1,000 per Fund for non-delivery per
each business day in excess of five (5) as a result of BISYS error.
LEGAL DEPARTMENT
1. SEC Filings that are not filed with the SEC within the timeframe agreed
upon in writing by the parties as a result of BISYS not performing its
duties will result in a reduction of the monthly fee by $2,500.
2. BISYS is to ensure the account is adequately staffed, including a
paralegal, staff attorney and senior attorney, on an ongoing basis.
E COMMERCE
Daily/Monthly Files:
1. Nation.txt (NAVs - from BISYS) - expected arrival time: 10:00 p.m. each
business day - late arrival 11:00 p.m. - penalty of $250 if not received
accurately by midnight.
2. NWreturns.txt - (performance - from BISYS) - expected arrival: 10:00 p.m.
each business day - late arrival 11:00 p.m. - penalty of $250 if not
received accurately by midnight.
3. vcfund - (daily fund prices - from SunGard) - expected arrival 2:00 a.m.
the next business day - late arrival 9:00 a.m. - penalty of $250 if not
received accurately by 10:00 a.m.
4. vcaccounts - (daily positions - from SunGard) - expected arrival 2:00 a.m.
the next business day - late arrival 9:00 a.m. - penalty of $250 if not
received accurately by 10:00 a.m.
5. vcbase - (monthly account refresh - from SunGard) - expected arrival 3:00
a.m. on the 15th of day of each month or the next business day following
the 15th day if the 15th is a holiday or weekend - late arrival 9:00 a.m. -
penalty of $500 if not received accurately by 10:00 a.m.
WEBSOLUTIONS:
1. Any non-catastrophic system failure (i.e, trading not available and/or
reports/statements not viewable) during the hours of normal business
operations (9:00 a.m. - 5:00 p.m. daily) that lasts longer than two (2)
hours due to BISYS failure will result in a penalty of $1,000.
2. Any system failure as above during nonbusiness hours due to BISYS failure
that lasts longer than four (4) hours, except scheduled and preannounced
maintenance operations will result in a penalty of $500.
3. Any system bring down for maintenance that is not preceded by at least
forty-eight (48) hours notice will result in a penalty of $500.
4. Any trade order posted to WebSolutons before 4:00 p.m. that is not input
into the BISYS transfer agency system for subsequent fulfillment before the
close of business on the following day will result in a penalty of $500.
5. WebStatements not available by the fifth (5th) business day of the new
month will result in a penalty of $500.