Exhibit No. EX-99.g.5
CITIGROUP GLOBAL MARKETS INC. (CGMI)
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Account Numbers:
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Institutional Client Agreement
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Account Title: Each Fund (which in this Agreement shall mean each series of
shares of beneficial interest of Gartmore Mutual Funds, a Delaware statutory
trust), severally and not jointly, listed on Annex I to this Agreement (each
such Fund, severally and not jointly, "we" or "us")
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In consideration of CGMI opening one or more accounts (each, an "Account") for
us, severally and not jointly, and you agreeing to act as broker/dealer for the
extension of credit and the purchase or sale of securities, commodities, options
and other property, it is agreed in respect of any and all Accounts, whether
upon margin or otherwise, which we now have or may at any future time have with
you, that:
1. All transactions entered into under this Agreement shall be subject to any
applicable constitution, rules, regulations, customs and usages of the
exchange or market and its clearinghouse, if any, where such transactions
are executed by CGMI or its agents and to all applicable laws, rules and
regulations of governmental authorities and self-regulatory agencies.
Except as herein provided, no provision of this Agreement may be waived,
altered, modified or amended unless the same is in writing and signed by us
and by an authorized official of CGMI.
2. We agree that all property of ours, whether owned individually, jointly, or
in the name of another, which at any time may be in an Account for any
purpose, including safekeeping, shall be subject to a continuing security
interest, lien and right of set-off for the discharge of all of our
indebtedness and other obligations to CGMI, and will be held by CGMI as
security for the payment of any of our past due indebtedness or obligations
to CGMI. In enforcing your security interest, you shall have the discretion
to determine which property is to be sold and the order in which it is to
be sold and shall have all the rights and remedies available to a secured
party under the New York Uniform Commercial Code. Without your prior
written consent, we will not cause or allow any of the property held in our
Account(s), whether now owned or hereafter acquired, to be or become
subject to any liens, security interests, mortgages or encumbrances of any
nature other than your security interest.
Without limiting the generality of the foregoing, we hereby authorize CGMI
to automatically liquidate any money market funds available in our
Account(s) from time to time to cover any of our indebtedness or
obligations to CGMI including non-trade related debts. You are further
authorized to liquidate any other property held in our Account(s) to
satisfy any such indebtedness or obligations whenever in your reasonable
discretion you consider it necessary for your protection.
"Property" as used in this Agreement shall include, but not be limited to,
securities of all kinds, money, certificates of deposit, bankers'
acceptances, commercial paper, options, commodities, and contracts for the
future delivery of commodities or relating to commodities or securities,
and the distributions, proceeds, products and accessions of any of the
above.
3. In case of the sale of any security, commodity, or other property at our
direction and the inability of CGMI to deliver the same to the purchaser by
reason of our failure to supply the same to CGMI, we authorize CGMI to
borrow any security, commodity, or other property necessary to make
delivery thereof, and we hereby agree to be responsible for any loss, other
than incidental, consequential or indirect losses, which CGMI may sustain
thereby and any reasonable premiums, interest or other reasonable costs
which CGMI may be required to pay as a result of such borrowing, and for
any loss or cost which CGMI may sustain by reason of its inability to
borrow the security, commodity, or other property sold.
You may charge our Account(s) with such usual and customary charges as you
may determine to cover your services and facilities, including, but not
limited to, custody and transactions fees. We will promptly pay CGMI any
deficiency that might arise in our Account(s). We understand and agree that
a finance charge may be charged on any debit balance in any cash Account we
have with CGMI in accordance with terms agreed upon between CGMI and us..
You may transfer excess funds between any of our Accounts (including
commodity Accounts) for any reason not in conflict with the Commodity
Exchange Act or any other applicable law. If any transactions are effected
on an exchange in which a foreign currency is used, any profit or loss as a
result of a fluctuation in the exchange rate will be charged or credited to
our Account(s).
4. Communications may be sent to our mailing address on file with you, or to
such other address as we may hereafter give to you in writing, and all
communications so sent, whether by mail, telecopy, messenger or otherwise,
shall be deemed given upon delivery to such address. Transactions entered
into for our Account(s) shall be confirmed in writing to us where required
by applicable law or regulation. In addition, CGMI shall provide us with
daily statements (which may be provided via email, access to a website, or
otherwise) reflecting activity in such Account(s). We agree that
transactions reflected on such confirmations and statements shall be
conclusively deemed accurate as stated unless we notify CGMI in writing
within three (3) business days and ten (10) business days of receipt,
respectively, that the information contained in such confirmation or
statement is inaccurate. Such notice must be sent by us to CGMI in writing
to the attention of the Branch Office Manager of the Office servicing the
Account. Failure to notify CGMI shall preclude us from asserting at any
later date that any such transaction was unauthorized.
We authorize you at your discretion to obtain credit reports and to provide
information to others consistent with your privacy policies and procedures
as disclosed to us, concerning our credit standing and business conduct.
5. If our Account has been introduced to you and is carried by you only as a
clearing broker, we agree that you are not responsible for the conduct of
the introducing broker and your only responsibilities to us relate to the
execution, clearing and bookkeeping of transactions in our Accounts.
6. If we are an investment adviser and are signing this Agreement on behalf of
our client(s), we represent to you that we are authorized by our client(s)
to do so.
7. The provisions of this Agreement shall be continuous, shall cover
individually and collectively all Accounts which we may open or reopen with
CGMI, shall be binding on our successors and shall inure to the benefit of
CGMI and any successors or assigns. Should any term or provision of this
Agreement be deemed or held to be invalid or unenforceable, the remaining
terms and provisions shall continue in full force and effect. This
Agreement, and all the terms herein, shall be governed and construed in
accordance with the laws of the State of New York, including, but not
limited to the law of New York regarding the permissible rates of interest
that may be charged, without giving effect to principles of conflicts of
law.
8. We understand that you may in your sole discretion prohibit or restrict
trading of securities or substitution of securities in any of our Accounts.
You have the right to terminate any of our Accounts (including multiple
owner Accounts) at any time by notice to us. The provisions of this
Agreement shall survive the termination of any Account.
9. The failure of either party to this Agreement to insist at any time upon
strict compliance with any term of this Agreement, or any delay or failure
on the part of such party to exercise any power or right given to the other
party in this Agreement, or a continued course of such conduct on the part
of such party shall at no time operate as a waiver of such power or right,
nor shall any single or partial exercise thereof preclude any other further
exercise. All rights and remedies given to each party in this Agreement are
cumulative and not exclusive of any other rights or remedies that such
party may otherwise have.
10. CGMI shall not be liable for any loss caused directly or indirectly by
government restrictions, exchange or market rulings, suspensions of
trading, war, strikes, power failure, computer (hardware or software,
failure) or "acts of God", beyond such party's control. Under no
circumstances will either party be liable to the other party for
consequential, "special" or punitive damages.
11. Each Fund listed on Annex I hereto shall be referred to individually as
"us" or "we," severally and not jointly. It is understood and agreed that
(a) this Agreement shall constitute a separate agreement between CGMI and
each such Fund, as if each Fund had executed this Agreement separately
naming only itself as "us" or "we" (a "Separate Agreement"), (b) no Fund
shall have any liability for the obligations of any other Fund, and (c) no
Fund has any power or authority to, or by entering into this Agreement
shall, impose any liability on, or grant any interest in, the assets of any
other Fund.
12. We agree to pay ON DEMAND any balance owing with respect to any of our
Accounts, including interest and commissions and any commercially
reasonable costs of collection (including reasonable attorneys' fees). We
understand that you may demand full payment of the balance due in our
Account(s) plus any interest charges accrued thereon, at your sole option,
at any time without cause. We understand that all loans made are not for
any specific term or duration but are due and payable at your discretion
upon a demand for payment made to us. We agree that all payments received
for our Account(s) including interest, dividends, premiums, principal or
other payments may be applied by you to any balances due in our Account(s).
If we maintain both a cash and a margin Account with you, you are
authorized in your discretion to utilize the equity in either type of
Account in satisfaction of any maintenance margin requirement without the
actual transference of funds or securities between such Accounts.
Upon our failure to pay any balance owing to you under this agreement, you
are authorized in a commercially reasonable manner, to sell, assign,
transfer and deliver all or any part of our property which may be in your
possession or control in any manner you deem appropriate, make any
necessary purchases to cover short sales and/or any open commodity contract
positions and/or to cancel any outstanding orders in order to close out the
Account. Without limiting the generality of the foregoing, such sale,
purchase or cancellation may be made, in a commercially reasonable manner,
on the exchange or other market where such business is then usually
transacted, at public auction or at private sale without advertising the
same. All of the above may be done without demand for margin or notice of
purchase, sale or cancellation to us. No demand for margin, or notice given
to us of intent to purchase or sell property or to cancel orders in our
Account, shall impose on you any obligation to make such demand or provide
such notice to us. Any such notice or demand is hereby expressly waived,
and no specific demand or notice shall invalidate this waiver. After
deducting all costs and expenses of the purchase and/or sale and
deliveries, including, but not limited to, commissions and transfer and
stamp taxes, you shall apply the residue of the proceeds to the payment of
any and all of our liabilities to you, and we shall remain liable for any
deficiency. Upon any such sale, you may purchase the whole or any part
thereof free from any right of redemption.
13. We will at all times maintain such margin for our Account(s), as CGMI may
require from time to time, and any debit balances arising in such Account
shall be charged interest in accordance with the CGMI policy described in
the accompanying literature regarding new accounts provided by you in
compliance with Rule 10b-16 under the 1934 Act. We are aware that interest
charges, if not paid, will be added to the debit balance in our Account for
the next interest period. We are aware and agree that you may impose for
any Account(s), margin requirements more stringent than those required by
law or exchange regulations. We further understand and agree that such
margin requirements may be changed and modified by you from time to time
upon prior notice to us. We further agree that any waiver by you or failure
to enforce promptly, as to our Account or that of others, such margin
requirements shall not in any way prevent you from subsequently enforcing
such margin requirements with regard to our Account.
In Witness Whereof, the undersigned has executed this document as of the 28th
day of September, 2006.
Gartmore Mutual Funds, on behalf of EACH
FUND LISTED ON ANNEX I HERETO, SEVERALLY
AND NOT JOINTLY (each, a "Fund")
Signed By _____________________________
Print Name: ___________________________
Title: ________________________________
CITIGROUP GLOBAL MARKETS INC.:
Signed By _____________________________
Print Name: ___________________________
Title: ________________________________
ANNEX 1
Series of Gartmore Mutual Funds
(each severally and not jointly, the "Customer")
Name of Series
1. Gartmore Hedged Core Equity Fund
2. Gartmore Market Neutral Fund
3. _____________________________________________________________________
4. _____________________________________________________________________
5. _____________________________________________________________________
6. _____________________________________________________________________
7. _____________________________________________________________________
8. _____________________________________________________________________
9. _____________________________________________________________________
